
Class _±V3j-2JLD 
G)R>Tigiit N" 



COFSUCHT DEPOSIT. 



6i 



THE CORPORATION" 



A codification of the laws governing the cre- 
ating of Domestic Corporations and the do- 
mesticating of Foreign Corporations in 
the State of Tennessee, for the con- 
venience of the Department 
of State and General 
Public 



FORTY-TWO YEARS OF LEGISLATION ON COR- 
PORATIONS WITHOUT COLLATERAL LAWS 



COMPILED AND PUBLISHED 
BY 

IKE B. STEVENS 
1917 



Nashville, Tenn. 
McQUIDDY PRINTING COMPANY 

1917 






Copyright, 1917, 

BY 

IKE B. STEVENS. 



NOV ^6 1917 

©CI.A477883 
\V0 



FOREWORD. 



This book was compiled for the benefit of those who 
desire to take advantage of its simphcity to faniiharize 
themselves with their own business — that is, with the law 
relative to their existence. 

For a long time there 'has been a great need for a codi- 
fication of the creative corporation laws of the State of 
Tennessee, also for the laws permitting foreign corpo- 
rations to domesticate in this State ; hence the Depart- 
ment of State has endeavored to compile this kind of 
code. 

I have had no intention of including in this compila- 
tion any collateral law or laws on the various phases of 
corporate existence, because to have done so would have 
confused the real purpose of the work. 

Few law^yers are familiar with what might be termed 
the "A B C " of corporate existence, due to the fact, of 
course, that this character of practice is light. However, 
it is as essential for the practitioner to know the ins 
and outs of light practice as it is to be familiar with the 
heavier phases of litigation. 

In order that it may not be necessary, in becoming 
familiar with elementary phases, to work the statutes 
over from 1875 to 1917, a period of forty-two years, in 
which legislation on all subjects has continued to pile up, 
I have tried to simplify the matter by this codification, 
the title of which covers the work completely. 

Ike B. Stevens. 



INSTRUCTIONS FOR APPLYING FOR 
DOMESTIC CHARTERS. 



Under the laws of the State of Tennessee, any five or 
more persons not under the age of twenty-one years may 
become appHcants for a charter of incorporation by mak- 
ing appHcation to the Secretary of State in the form pro- 
vided by law. 

The signatures of the said five or more corporators are 
required to be acknowledged, or signatures proven by 
witness, before the Clerk of the County Court of the 
county in which the principal office or principal place of 
business of the corporation is to be located, the fact of 
such acknowledgment or probate to be entered on the 
books of the County Court Clerk, and also certified on 
the application for charter, which application, with the 
acknowledgment or probate, shall be registered in the 
County Register's office of the same county, and the fact 
of the registration to be by the Register indorsed on or 
attached to said application. 

The said instrument registered aforesaid should then 
be transmitted to the Secretary of State with proper fee. 
The Secretary of State shall record the same, together 
with the probate acknowledgment, certificates of Clerk 
and Register, in a book to be kept for that purpose. 

The Secretary of State shall then certify on the origi- 
nal instrument that the same has been recorded in his 
office, to which certificate shall be affixed the Great Seal 
of the State, and the registration of said Secretary of 
State's certificate shall then be made in the Register's 
office where said instrument was originally registered. 

The minimum amount of authorized capital stock 
which any corporation is allowed is $1,000.00. 

The fees in the office of Secretary of State for grant- 
ing* charters, as set out by Chapters 2 and 209, Acts of 
1899, are as follows : 

All charters having an authorized capital stock, 

fee $10 00 

(And, in addition, a privilege tax of one-tenth of one per centum 
upon the authorized capital stock.) 

Charters for purely religious or educational cor- 
porations 3 00 

Charters granted under general welfare form hav- 
ing no capital stock 25 00 

Municipal corporations ' 50 00 

The fee and tax must accompany the application in 
each and every instance before record will be made. 



CHAPTER CXLII. 

AN ACT to provide for the organization of corporations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That charters may be granted to 
any association of individuals for the following pur- 
poses : 

1st. The support of public worship, the building of original Act. 
churches and chapels, and the maintenance of all mis- t, ,. . 

^ 1 . ^ ' Religion. 

sionary undertakmgs. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 1973, Subsection 1 , Amendment, 
of Milliken & Vertrees' Compilation of the Laws of fgps^^' ^^*^ 
Tennessee, being Chapter 142 of the Acts of 1875, of the 
General Assembly of Tennessee, be amended so as to 
provide that the following shall be the form for charter 
. of executive committees, boards, or trustees of religious 
foreign missionary societies, to-wit : 

Be it known, that and their successors, 

chosen under the usages and regulations of the 

church, by which they are appointed, and holding Form of 

office at the pleasure of said church, are hereby consti- '^^^'■*^^' 
tuted a body politic and corporate, by the name of the 
executive committee, or board of trustees of foreign 

missions of church, for the purpose of 

the maintenance of all missionary undertakings by the 
said church, among nations and countries foreign to the 
United States of America ; and to that end employ mis- 
sionaries, male and female, in the United States of Amer- 
ica and elsewhere, and natives of foreign nations and 
countries ; which missionaries are to engage in religious 
and educational work in nations and countries foreign to 
the United States of America, for the purpose of dissem- 
inating the rehgion of the said church ; to establish, main- 
tain and conduct churches and schools of learning; to es- 
tablish, maintain and conduct hospitals for the care of the 
sick ; to purchase, own or lease land upon which to build 
such churches, school buildings, hospitals, residences, and 
all other structures necessary thereto ; to lease, build or 
own, manage and run boats or other vehicles for trans- 
porting passengers and freight, propelled by steam or 
otherwise, for the use of missionaries, in nations and 
countries foreign to the United States of America ; to 
lease or purchase, establish, maintain and conduct schools 



of learning for the education and missionary training, 
either or both, for children of deceased or living mission- 
aries in the United States of America ; to borrow money 
when necessary for the carrying on of the business of the 
corporation, under such rules and restrictions as may be 
prescribed by the said executive committee or board of 
trustees ; to sell and make title to any real estate owned 
by the corporation, or heretofore under the management 
of said executive committee or board of trustees and 
its predecessors, which may not be needed or desired for 
corporate purposes ; to sell any personal property owned 
by said corporation or heretofore owned by said execu- 
tive committee, board or trustees ; to employ all necessary 
agents and canvassers ; to solicit, collect and receive sub- 
scriptions in money or otherwise, legacies and devises, 
to be used in aid in forwarding any and all of the pur- 
poses and causes above set out, or herein provided for ; 
to have printed, or print, edit, conduct and carry on for 
missionary uses and purposes, a magazine or magazines, 
paper or papers ; to rent or purchase a room or rooms, or 
building, for the office of the corporation, and all neces- 
sary appliances, furniture and material for conducting 
the business of the corporation ; to purchase or rent all 
necessary printing presses, type, material and station- 
ery to be used in the United States of America, or in 
nations and countries foreign to the United States of 
America, for the purpose of printing and disseminating 
all literature deemed necessary for the purpose of carry- 
ing on the work of the corporation. But in all the trans- 
actions of the said corporation it is to be governed by 

the rules and regulations of said church, 

so far as the same are consistent with the constitution of 
the 'State and the laws of the land. 

The general powers of said corporation shall be : To 
General ^^^^ ^^^^ ^^ sucd by the Corporate name ; to have and use 
powers. a common seal, which it may alter at pleasure ; if no com- 
mon seal, then the signature of the name of the corpo- 
ration by any duly authorized officer shall be legal and 
binding; to purchase and hold, or receive by gift, devise 
or bequest, in addition to the personal property owned by 
the corporation, real estate necessary for the transaction 
of the corporate business ; and also to purchase and ac- 
cept any real estate in payment or part payment of any 
debt due to the corporation, and to sell the same ; to es- 
tablish by-laws and make all rules and regulations not 
inconsistent with the laws and constitution of the State 
and of the United States of America, and not contrary 
to the constitution and rules and regulations of the said 
church, deemed expedient for the man- 



—9— 

agernent of the corporate affairs ; and to appoint such 
subordinate officers, in addition to a chairman and treas- 
urer, not chosen by the governing body of said 

church, as the business of the corporation may require, 
and as are not forbidden by the rules and regulations of 

the said church, and to designate the officer 

and fix the compensation of the officer. 

Sec. 2. Be it further enacted, That the charter above 
provided for shall be procured, registered and governed ^^^ly^^ ^^^^ 
by the general laws of the State regulating the procure- 
ment of charters, and that the minimum number of in- 
corporators as above provided for shall be five. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Paragraph 1, of Section 1 , Amendment, 
of an Act entitled "An Act to provide for the organization fp^g's.^^^' ^^^^ 
of corporations," passed March 19, 1875, approved March 
23, 1875, and being Chapter 142, of Acts of 1875, be so 
amended as to read as follows : 

" The support of public worship, the building and main- ^ 
tenance of churches, parsonages, schools, hospitals, chap- 
els, and such other religious, educational, or benevolent 
institutions as may be necessary or proper to the work of 
missionary bodies in the United States, or in any foreign 
country, and the maintenance of all missionary under- 
takings." 

Sec. 2. Be it further enacted, That any religious as- 
sociation heretofore incorporated under said Section 1, of 
Chapter 142, of the Acts of 1875, and now in existence, 
shall have and enjoy the power to do and enjoy all those 
things enumerated in said paragraph, as amended, upon 
the acceptance of said amendments by proper resolution. 

2d. The support of any benevolent or charitable un- 
dertaking, as a lodge of Masons, Odd Fellows, hospitals ^"^*"^* ^*^*- 
for the sick, houses of refuge or correction, orphan asy- Charity. 
lums, and all other objects of like nature. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Subsection 2, Section 1,c™T5!Tc°s' 
Chapter 142, of an Act entitled "An Act to provide for issi. 
the organization of corporations," passed March 19, 1875, 
be so amended as to provide for the incorporation of life 
insurance orders, and orders for the protection of prop- 
erty against any cause or causes of loss or damage, in all 
cases where such orders are based upon the principal of 
the mutual assessment of their members, and when the 
general good and not individual profit is the object of 
their organization? 



■10— 



Amendment, 

Ch. 160, Acts 
1915. 



Section 1.' Be it enacted by the General Assembly 
of the State of Tennessee, That any corporation not 
for profit, already chartered or hereafter chartered un- 
der the provisions of Section 1, Subsection 2 of Chapter 
142 of the Acts of 1875, being for the support of any 
benevolent or charitable undertaking, may increase its 
Directors to a number not more than one hundred, by 
due and proper amendment to its by-laws. 



Amendment, 

Ch. 39, Acts 
1917. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That corporations, chartered and 
organized under Sections 1 and 2 of Chapter 142 of the 
Acts of 1875. entitled as set out in the caption hereof, 
are hereby authorized and empowered to combine into 
associations or federations with each other upon such 
terms as may be provided by their by-laws, and the 
associations or federations referred to in the caption of 
the Act may also be brought about by individual corpo- 
rations organized under said Act of 1875 for the general 
welfare taking membership in a like corporation, upon 
such terms as may be provided by the by-laws of the 
" association " or *' federation " and the constitutional 
corporation. 

Sec. 2. Be it further enacted, That Sections 1 and 2 
of said Act of 1875, Cha])ter 142, entitled as set out in the 
caption hereof, be and the same are hereby amended so 
as to confer upon and vest in corporations organized 
under said section for the general welfare of society, and 
not for profit the power and authority provided in the 
first section of the Act. 



v3d. The support of any literary or scientific under- 
originai Act. taking, as a college or university, with powers to confer 
Literature, degrees, au academy, a debating society, lyceum, the 
establishment of a library, the support of a historical 
society, the promotion of painting, music, or the fine 
arts, the support of boards of trade, or chambers of 
commerce, or other objects of like nature. 



histo 
painting, 
music, 
fine arts, 
trade. 



Amendment, 

Ch. 11, Acts 
1895. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Paragraph 3, Section 1, 
Chapter 142, of the Acts of 1875, be and the same is 
hereby amended by inserting after the words " histor- 
ical society " the following : the organization and support 
of battlefield associations. « 



—11— 

4th. The support and encouragement of agriculture, . 
horticulture and the mechanic arts, as agricultural, horti- "^'"^ 
cultural societies, or societies for the promotion of the nS'a^nfc'^^^ts, 
mechanic arts, fairs, granges and associations of like na- biood stock. 
ture, including associations for improvement of the blood 
of stock, or other objects of like nature. 

5th. The maintenance of clubs for social enjoyment, 
gymnastics and gymnasium clubs. 

Sec. 2. Be it further enacted, That the form of a ori^nai Act. 
' charter for any of the foregoing purposes shall be as fol- Form of 
lows : '^^^^^*"''- 

. " State of Tennessee — Charter of Incorporation. 

" Be it known. That (here fill this blank with the names 
of five or more persons who desire to be incorporated), 
are hereby constituted a body politic and corporate, by 
the name and style of " (here fill the blank with the name 
of corporation and state the general purposes for which 
the charter is sought, embracing a full, but not neces- 
sarily, minute account of the objects of the association, 
and embodying, verbatim, somewhere in the statement, 
the proper one or more of the five paragraphs in the sec- 
tion aforesaid, within the purview of which said objects 
must come.) 

The general powers of said corporation shall be to sue 
and be sued by the corporate name ; to have and use a ^o^^erf of 
common seal, which it may alter at pleasure ; if no com- incorporations 
mon seal, then the signature of the name of the corpora- Character. 
tion, by any duly authorized officer, shall be legal and 
binding; to purchase and hold, or receive by gift, be- 
quest, or devise, in addition to the personal property 
owned by the corporation, real estate necessary for the 
transaction of the corporate business, and also, to pur- 
chase or accept any real estate in payment, or in part 
payment, of any debt due to the corporation, and sell the 
same ; to establish by-laws, and make all rules and reg- 
ulations, not inconsistent with the laws and constitu- 
tion, deemed expedient for the management of corporate 
affairs ; and to appoint such subordinate officers and 
agents, in addition to a President and Secretary or Treas- 
urer, as the business of the corporation may require, des- 
ignate the name of the officer, and fix the compensation 
of the officer. 

The said five or more corporators shall, within a con- 
venient time after the registration of this charter in the §^^^[^ ^^^ 
office of the Secretary of State, elect from their number 
a President, Secretary, and Treasurer, or the last two 



—12— 



Amendment, 

Ch. 142, Acts 
1883. 



Amendment, 

Ch. 119, Acts 
1881. 



officers may be combined into one : said officers and the 
other corporators to constitute the first Board of Direc- 
tors. In all elections, each member to be entitled to one 
vote, either in person or by proxy, and the result to be 
determined by a majority of the votes cast. Due notice 
of any election must be given by advertisement in a 
newspaper, personal notice to the members, or a day 
stated on the minutes of the Board, six months preceding 
the election. The Board of Directors shall keep a rec- 
ord of all their proceedings, which shall be at all times 
subject to the inspection of any member. The corpora- 
tion may establish branches in any other county in the 
State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Subsection 3 of Section 2 
of an Act passed ^larch 19, 1875, and approved March 
23, 1875, entitled "An Act to provide for the organization 
of corporations," be and the same is hereby amended so 
as to read, that the Board of Directors may have the 
power to increase the number of Directors to 15 or 18 if 
they deem the interests of the corporation requires such 
increase. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all private cor]:)orations are 
hereby authorized to increase or diminish the number of 
their Directors ; Provided, such number never be less than 
five ; Provided, further, that stockholders representing 
three-fourths of the stock of any cor]:)oration shall vote 
for such increase or diminution. 



Section 1. Be it enacted by the General Assembly 
c!rT2*"A"ts ^f ^^'^ State of Tennessee, by adding at the end there- 
1915. ' of the following: Said corporation shall have the 

power to purchase, acquire and construct and maintain 
a waterworks system 'for the supply of water to its cam- 
pus grounds, buildings and other property. If the sup- 
ply of water derived by said corporation from its said 
plant is in excess of that needed for the purposes herein 
specified said corporation shall have authority to dispose 
of such excess, and in so doing shall not be liable to tax- 
ation as water company. Provided, however, that all of 
the monies derived by said corporation from the sale of 
such excess water shall be devoted to the purposes for 
which said corporation was organized. 

The Board of Directors may have the power to in- 
crease the number of Directors to seven or ten, if they 
deem the interest of the corporation requires such in- 



—13— 

crease, and the first or any subsequent Board of Direc- 
tors may have the power to elect other members, who, on 
acceptance of membership, shall become corporators 
equally with the original corporators. The Board of Di- 
rectors shall have the right to determine what amount of Prerequisites 
money paid into the Treasury shall be a prerequisite for membership. 
membership, or if necessary, what amount shall be thus 
annually paid, and a failure thus to pay, shall, in the dis- 
cretion of the Directors, justify the expulsion of said de- 
faulting member. If said corporation is organized as a 
literary or educational institution, under the patronage of Powers of 
any Christian or Jewish denomination, the corporation \^^^^^^'°^^^ °^ 
shall have the power to increase the number of Direc- institutions, 
tors or Trustees ; to regulate the mode and manner of ap- 
pointments of the same, on expiration of terms of service ; 
to regulate the number, duties and manner of election of 
officers, either actual or ex-officio ; to appoint executive 
agencies, and to pass all other by-laws, for the govern- 
ment of said institution, as may be required by the de- 
nomination establishing the same : Provided, said by-laws 
are not inconsistent with the constitution and laws of this 
State. The term of all officers may be fixed by the by- 
laws ; the said term not, however, to exceed three years. 
All officers hold over until their successors are duly 
elected and qualified. 

The general welfare of society, not individual profit, is 
the object for which this charter is granted, and hence or°pr(rfits^ to 
the members are not stockholders in the legal sense of members. 
the term, and no dividends or profits shall be divided 
among the members. The members may, at any time, 
voluntarily dissolve the corporation, by a conveyance of how^d^sso°ved. 
its assets and property to any other corporation, holding 
a charter from the State, for purposes not of individual 
profit, first providing for corporate debts. A violation 
of any of the provisions of the charter shall subject the 
corporation to dissolution, at the instance of the State. 

This charter is subject to modification or amendment ; 
and in case said modification or amendment is not ac- F^^^^^Ji"^^ 

- . , , , , be modiriea or 

cepted, corporate busmess is to cease, and the assets and amended. 
property, after payment of debts, are to be conveyed, as 
aforesaid, to some other corporation holding a charter for 
purposes not connected with individual profit. Acquies- 
cence in any modification thus declared, shall be deter- 
mined in a meeting of the members, specially called for 
that purpose, and only those voting in favor of the modi- 
fication shall thereafter compose the corporation. 

The means, assets, income or other property of the Means not to 
corporation shall not be employed, directly or indirectly, '^^e^^^p^°yed 
for any other purpose whatever, than to accomplish the objects. 



1- 



Expulsion and 
liability. 



Original Act. 



Clubs for 
social enjoy- 
ment, etc., 
how incorpo- 
rated. 



Form of 
application. 



To be 
registered. 



Transmission 
to Secretary 
of State, and 
his action 
thereon. 



legitimate objects of its creation, and by no implication 
or construction, shall it possess the power to issue notes 
or currency, deal in currency, notes or coin, buy and sell 
products or engage in any kind of trading operation, nor 
hold any more real estate than is necessary for its legit- 
imate purposes. 

Expulsion shall be the only remedy for the non-pay- 
ment of dues by the members, and there shall be no in- 
dividual liability against the members for corporate debts, 
but the entire corporate property shall be liable for the 
claims of creditors. 

Sfx. 3. Be if furfJicr onicfcd. That any five or more 
])ersons, not under the age of twenty-one years, or if the 
objects are purely benevolent or charitable, any five men 
or women, married or single, not under twenty-one years 
of age, or if the corporation be for a debating society, or 
the maintenance of clubs for social enjoyment, or gym- 
nasium clubs, any five or more persons, not under the 
age of sixteen years, may copy the form of charter set 
forth in the preceding section, filling, as may be proper, 
the blanks left for the names of the cor])orators and for 
a statement of the general objects of the association, to 
which shall be appended an application in these words : 

" We the undersigned apply to the State of Tennessee, 
by virtue of the laws of the land, for a charter of incor- 
poration for the purposes and with the powers, etc., de- 
clared in the foregoing instrument. 

\\'itness our hands the — day of — ." 

The signatures of said five or more corporators must 
be acknowledged or any one or more signatures proved 
by one witness before the Clerk of the County Court ; the 
fact of acknowledgment or probate to be entered on the 
books of his office, and also certified on the instrument, 
which instrument, with the application, the acknowledg- 
ment or probate shall be registered in the Register's of- 
fice of the county where the main business of the cor- 
poration is to be conducted, the fact of registration to be 
by the Register endorsed on or attached to said instru- 
ments. 

The said instrument registered as aforesaid, shall then 
be transmitted to the Secretary of State, who shall copy 
the same in a book to be kept for that purpose, with the 
probates, acknowledgments, certificates of Clerk, Regis- 
ter, etc. The Secretary of State shall then certify in the 
original instrument, that the same has been registered in 
his office, to which certificate shall be affixed the Great 
Seal of the State, and upon the fixing of the Great Seal 
of the State to said certificate or said original instrument 



—15— 

and the registration of said Secretary's certificate, and the 
facsimile of said seal in the Register's office, where said 
instrument was originally registered, the formation of the 
association as a body politic and corporate is hereby de- 
clared complete, and the validity of the same shall not 
be in any legal proceeding collaterally impeached. 

Sec. 4. Be it further enacted. That for their services ^^.j^j^^^j ^^^ 
the Secretary of State and Register, each shall receive a 
fee of three dollars, and the Clerk the same fees as for 
probate or acknowledgment of a deed. 

Sec. 5. Be it further enacted, That the general pow- original Act. 
ers of all corporations chartered for purposes of individ- General 
ual profit, the provisions of and restrictions in said cor- mcorporations 
poration shall be as follows : dLraSer 

To sue and be sued by the corporate name ; to have 
and use a common seal, which it may alter at pleasure ; 
if no common seal, then the signature of the name of 
the corporation by any duly authorized officer shall be 
legal and binding ; to purchase and hold or receive by gift 
in addition to the personal property owned by said corpo- 
ration, any real estate necessary for the transaction of the 
corporate business, and also, to purchase or accept any 
real estate in payment or p^rt payment of any debt due to 
the corporation, and sell realty for corporation purposes ; 
to establish by-laws and make all rules and regulations 
not inconsistent with the laws and the constitution, 
deemed expedient for the management of corporate af- 
fairs, and to appoint such subordinate officers and agents 
in addition to President and Secretary or Treasurer as 
the business of the corporation may rec[uire ; designate 
the name of the office and fix the compensation of the 
officers. 

The following provisions and restrictions are coupled ^ . . 

. 1 . 1 r \ V M 1 rr Provisions and 

With said grant of powers : A failure to elect officers at restrictions. 
the proper time, does hot dissolve the corporation, but 
those in office hold until the election or appointment and 
qualification of their successors. The term of all officers 
may be fixed by the by-laws of the corporation ; the same 
not, however, to exceed two years. The corporation 
may, by by-laws, make regulations concerning the sub- 
scription for, or transfer of stock ; fix upon the amount 
of capital to be invested in the enterprise ; the division 
of the same into shares ; the time required for payment 
thereof by the subscribers for stock ; the amount to be 
called for at any one time ; and in case of failure of any 
stockholder to pay the amount thus 'subscribed by him 
at the time and in the amounts thus called, a right of 
action shall exist in the corporation to sue said defaulting 



—16— 



Board of 

Directors. 



Stockholder for the same. The Board of Directors, 
which may consisf of five or more members, at the option 
of the corporation, to be elected either in person or by 
proxy, by a majority of the votes cast, each share repre- 
senting one vote, shall keep a full and true record of all 
their proceedings, and an annual statement of receipts 
and disbursements shall be copied on the minutes, sub- 
ject at all times to the inspection of any stockholder. 
The books of the corporation shall show the original or 
subsequent stockholders ; their respective interests ; the 
amount which has been paid on the shares subscribed : 
the transfer of stock, by and to whom made ; also other 
transactions in which it is presumed a stockholder or 
creditor may have an interest. 

The amount of any unpaid stock due from a subscriber 
to the corporation, shall be a fund for the payment of 
any debts due from the corporation, nor shall the trans- 
fer of stock by any subscriber, relieve him from payment, 
unless his transferee has paid up all or any of the balance 
due on said original subscription. 

By no implication or construction shall the corporation 
be deemed to possess any powers except those hereby 
expressly given or necessarily implied from the nature of 
the business for which the charter is granted, and by no, 
inference whatever shall said corporation possess the 
power to discount notes or bills, deal in gold or silver 
coin, issue any evidence of debts as currency, buy and 
sell any agricultural products, deal in merchandise, or 
engage in any business outside the purpose of the charter. 



Amendment, 

Ch. 24, Acts 
1881. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 5 of Chapter 142 of 
the Acts of 1875, page 237, be amended by adding after 
the fifth paragraph the following, viz.: Provided, that 
corporations formed for the purpose of manufacturing 
any raw material, by the aid of machinery, into articles 
suitable for use, whether of wood or metal, or a combina- 
tion of wood and metal, shall have the privilege of deal- 
ing in articles so manufactured, and in articles necessarily 
or properly connected therewith ; Provided, that nothing 
in this Act shall be so construed as to exempt such corpo- 
ration from, the payment of a privilege tax on their busi- 
ness as dealers. 



The right is reserved to repeal, annul, or modify this 
may'^b^e charter. If it is repealed, or if the amendments proposed, 

repealed or being uot merely auxiliary but fundamental, are rejected 
by a vote representing more than half of the stock, the 



amended. 



—In- 
corporation shall continue to exist for the purpose of 
winding up its affairs, but not to enter upon any new 
business. If the amendments or modifications, being fun- 
damental, are accepted by the corporation as aforesaid, 
in a general meeting to be called for that purpose, any 
minor, married woman, or other person under disability, 
or any stockholder not agreeing to the acceptance of the 
modification, shall cease to be a stockholder, and the cor- 
poration shall be liable to pay said withdrawing stock- 
holders the par value of their stock, if it is worth so 
much ; if not, then so much as may be its real value in 
the market, on the day of the withdrawal of said stock- 
holders, as aforesaid : Provided, That the claims of all 
creditors are to be paid in preference to said withdraw- 
ing stockholders. 

A majority of the Board of Directors shall constitute 
a quorum, and shall fill all vacancies until the next elec- Dh-ectSs°^ 
tion. The first Board of Directors shall consist of the 
five or more corporators who shall apply for and obtain 
the charter. The said corporation may have the right corporation 
to borrow money, and issue notes or bonds upon the faith may borrow 
of the corporate property, and also to execute a mortgage '^°"^^* 
or mortgages, as further security for repayment of money 
thus borrowed. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That charters may be granted to ^^"i^ndment, 
any association of individuals for the purpose of educa- Acts 1881. 
tion and instruction. 

Sec. 2. Be it further enacted, That Section 5 of an Act 
passed March 19, 1875, approved March 23, 1875, en- Act of March 
titled An Act to provide for the organization of cor- appij^^'o' *° 
porations, shall apply to and govern all corporations char- associations 
tered and organized under this Act in the same manner 
that it now applies to and governs corporations chartered 
for purposes of individual profit under said Act of March 
19, 1875. 

Sec. 3. Be it further enacted, That the form of charter 
for a company for education or instruction shall be as Form of 
follows : State of Tennessee, charter of incorporation. ^^^^'"*^''- 
Be it known that (here insert the names of five or more 
persons not under the age of twenty-one years), are 
hereby constituted a body politic and corporate by the 
name and style (here insert the name of the company). 
The general powers, etc., of said corporation are as de- 
clared in Section 5 of the said Act passed March 19, 
1875, approved March 23, 1875, entitled An Act to pro- 
vide for the organization of corporations. The business 



—18— 

of said company shall be to teach any useful profession, 
trade, business or art, and to give instruction in any 
branch of learning, practical or theoretical. 

Sec. 4. Be if further enacted. That the charter of the 
companies provided for by this Act shall be obtained in 
the manner pointed out by Section 26 of an Act passed 
March 19, 1875, and approved ^larch 23, 1875, entitled 
An Act to provide for the organization of corporations, 
which said section is hereby made applicable to all cor- 
porations authorized to be organized under this Act. 



Original Act. 

Railway 
companies. 



Sec. 6. Be it furtJier enacted. That the charter for a 
Railroad or Railway Company, shall be as follows: 



*' State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
charter*.^ more citizcus not under the age of twenty-one years, ap- 

plying for the charter), are hereby constituted a body 

politic and corporate, by the name and style of (here 

insert the name), for the purpose of constructing a rail- 
way from in the county of to in the 

county of . The general powers, etc., of said cor- 
poration are: " (here insert the powers, etc., as set forth 
in Section 5.) The said corporation shall have the rights, 
in pursuance of the general law, authorizing the condem- 
nation of private property for works of internal improve- 
ment, as set forth in Sections 1325 to 1348 in the Code, 
both inclusive, to apj^ropriate as an easement the right 
of way, not exceeding two hundred feet, over the land of 
any person through which the line of the track may be 
located — (said sections of the Code to be here literally 
copied and inserted.) 

The corporation is authorized to adopt such gauge as 
they may prefer. 

The charge for transportation shall not exceed twenty- 
five (25) cents per hundred pounds on heavy articles, and 
ten (10) cents per cubic foot on articles of measurement, 
for every hundred miles transported, and four (4) cents 
per mile for every passenger, with power to make special 
contracts with shippers on their roads, in regard to rate 
of freight, so as not to exceed the amounts herein desig- 
nated. 

The line or track of the road shall be so constructed 
ob?truc"°rol°ds, ^s ^^^ ^^ interfere with the convenient travel of the pub- 
highways, lie along the highways, county roads, streets, and alleys 
of cities, towns, and villages, and so as to allow carts, 
wagons, carriages, and other vehicles, conveniently and 



Gauge. 



Charges for 
transportation 



streets, etc. 



—19— 

safely to pass over or under the line or track, and so as 
not to interrupt traveling on foot or horseback, or in ve- 
hicles of any kind, from the necessary and proper use of 
the public road, street, or alley, in the usual and proper 
mode for their convenience. Boards, well supported by 
posts or otherwise, shall be placed and constantly kept 
across each public road when the same is crossed on the 
same level by the track of the railway, the boards to be cautionary 
elevated so as not to obstruct travel ; and on each side of signboards, 
said board there shall be printed, in large letters, easily 
to be seen by the traveler, the words, " Railroad crossing, ' 
look out for the cars." Said boards need not be put up 
at the crossing of streets and alleys in cities, towns, and 
villages, but such railroad company shall be subject to 
such proper regulations made by municipal authorities in 
pursuance of general municipal powers regulating speed, q^^^^^^^^^ 
passage, and flagmen in such municipalities, and at cross- sidings, and 
ings, and where there are sidings and switches, the whis- ^^^'^^^^^• 
tie shall always be blown at a distance of not less than 
two hundred and fifty yards from every crossing of a 
public road. When land on both sides of the track is 
owned by the same proprietor, convenient crossing shall 
be made and kept up at the expense of the corporation 
for the use of said proprietor, and all necessary cowgaps 
made. The Board of Directors shall fix regular times Regulations 
for the running of trains, for the transportation of pas- f?ains"""t*"^ 
sengers and property, and shall furnish sufficient accom- 
modation for their safe, comfortable, and convenient 
transportation, and shall take, transport, and discharge 
such passengers and property at, from, and to such places 
on the due payment of freight, tolls, and fare legally au- 
thorized to be charged therefor, and in case of the refusal 
of said corporation, their officers or agents, to take and 
transport any passenger or property, or to deliver the 
same, or either of them, at the regular and appointed Liability for 
time, such corporation shall pay to the party aggrieved ^^"^^^^^• 
all damages thereby suffered, with costs of suit. If any 
passenger refuse to pay his toll or fare, the conductor 
may put him oflf the cars at any station or convenient 
point where said passenger can step on land. The cor- 
poration shall make no contracts giving any person a 
preference in the speedy shipment of freights. This cor- 
poration shall receive on their road full freig^hted cars^, ^ 

r 1 1 1 1 • 1 1 1 • To transport 

irom other roads, and transport them, without breaking without break- 
bulk, to the place of destination, charging for the goods, ^^^ ^" " 
wares, and merchandise therein no greater rate of freight 
than is charged for similar goods, wares, and merchandise 
in their own cars, and return said cars free of charge. 



-20- 



Officers and 
Directors. 



Capital stock, 
shares, and 
books of 
subscription. 



May enter 
upon private 
lands. 



provided the cars thus to be received are good and sub- 
stantial, and also provided the distance said wares and 
merchandise are to be transported is not less than twenty 
miles. 

The said five or more corporators shall, within a con- 
venient time after the registration of this charter in the 
office of the Secretary of State, elect from their number 
a President, and Secretary, and Treasurer, or the last two 
officers may be combined into one, and shall not neces- 
sarily be stockholders, said President and the other cor- 
porators to constitute the first Board of Directors. The 
Board of Directors may fix the amount of capital stock 
of the company, and the number of shares into which 
the same may be divided ; and uitder their direction sub- 
scription books may be opened to obtain stock, all other 
persons having an equal right with said original corpora- 
tors to subscribe for stock until the full amount of said 
capital stock is subscribed ; when a sufficient amount of 
stock is subscribed, notice, personal or by advertisement 
in a newspaper, where the principal office of the corpo- 
ration is to be kept, is to be given of the time and place 
for an election of officers. The result of all elections is 
to be determined by a majority of the votes cast, each 
share to rq^resent one vote. The Board of Directors 
may, at any time, increase the capital s ock, if the neces- 
sities of the corporation, in their estimation, require said 
increase. The company, by its officers and agents, may 
enter upon the lands of private })ersons for the purpose 
of making surveys, estimates, and location of route. The 
stock is to be impressed with the character of personal 
property. 



Amendment, 

Ch. 406, Acts 
1903. 

Also amends 
Section 13. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Sections 6 and 13 of the Act 
entitled, "An Act to provide for the organization of cor- 
porations," approved ]\Iarch 23,. 1875, being Chapter 142 
of the Acts of 1875, be so amended as that railroad and 
railway companies constructing, owning and operating 
with electricity intersuburban railroads, and street rail- 
road companies, shall have and be invested with the fol- 
lowing additional rights and powers, to-wit : To manufac- 
ture, generate and distribute electric lights, electric heat 
and electric power for the purpose of supplying them- 
selves and others ; to construct, equip and own factories, 
plants, machinery and all appliances for the manufacture, 
generation and distribution of electric light, power and 
heat ; to acquire, by purchase, lease or other lawful con- 
tract, electric plants, factories, machinery, equipments, 



—21— 

and appliances, and rights, easements, licenses and fran- 
chises, necessary or convenient to manufacture, generate, 
distribute and sell electric light, power and heat ; to sup- 
ply and sell to others electric light, power and heat ; to 
acquire, by purchase, lease or other lawful contract, water 
power, riparian and water rights, toR-ether with all such 
licenses and franchises, easements and privileges attached 
to, necessary or convenient to operate and use the same ; 
and to have and possess all such other powers as shall be 
necessarv to execute and perform the powers hereinbe- 
fore <ri"^nted. 

Sec. 2. Be it further enacted. That whenever anv rail- 
road company or anv street railroad company shall, un- 
der the authority of this Act, acquire, by purchase, lease 
or other lawful contract, electric light and electric li^-ht 
and power, properties and franchises, and shall supply 
and sell to others light, heat or power, it shall pay all such 
privilege taxes, as shall be levied and imposed on electric 
light and electric light and power companies. 

Sec. 7. Be it further enacted, That the form of a original Act. 
charter for a turnpike road company shall be as follows : Turnpike 

^ "^ -^ companies. 



" State of Tennessee — Charter of Incorporation. 
" Be it known, That (here insert the names of live or 

charter. 



more persons no't under twenty-one years of age), are ^°^^ °^ 



hereby constituted a body politic and corporate by the 

name and style of , for the purpose of constructing 

a turnpike road from in the county of , to 

in the county of ." The general powers, etc., of the 

corporation are (here insert the powers, etc., as set forth Powers, 
in Section 5). The said corporation shall have the power, 
in pursuance of the general laws authorizing the con- 
demnation of private property for works of internal im- 
provement, as set forth in Sections 1325 to 1348 in the 
Code, both inclusive, to condemn the right of way, not 
exceeding fifty feet, over the land of any person through 
which the road may be located (said sections of the Code 
to be here literally copied and inserted). 

The said corporation shall construct the road, if it is 
intended to be in the style of the MacAdam road, with a Width, 
bed at least twenty-four feet wide, the first coat of stone and^^^^ade 
or gravel sixteen feet wide and six inches thick, the °^ ^°^^^- 
second coat of stone or gravel at least eight feet wide and 
six inches thick, the stone of the last coat to be broken 
of a size not exceeding one-half pound in weight, and 
the grade of the road shall not exceed an angle of five 
degrees with the horizon. If the roadbed shall be lo- 



—22— 

cated ten miles or more from a city containing five thou- 
sand inhabitants, the roadbed may be fourteen feet wide, 
and covered with rock or gravel ten feet wide and six 
inches thick; or if constructed with plank, the grade to 
be the same, and the bed of road to be twenty-two feet 
wide, with one or more tracks of planks, the plank to be 
not less than two and a half inches thick, nor less than 
eight feet in length. The road shall have sufficient 
ditches and culverts to drain off the water, and safe 
bridges across streams where bridges are necessary ; Pro- 
vided, however, that if said corporation will waive, in 
their charter, all right to toll, that then may said cor- 
])oration have all the i)ower herein wanted to construct 
a graded dirt i)ike, the grade not to exceed an angle of 
five degrees to the horizon, and such cor])oration shall 
not be required to macadamize their road. 

Said corporation may purchase land for the i)ur])ose of 
purchase iS procuriug stone, gravel, dirt, wood, timber, or other ma- 
and erect tcrial ucccssarv for the construction or repairins: of said 

toUgates. - ', . 

road. One tollgate may be erected every five miles : and 
to place them on such ])arts of the road as may be deemed 
best, the gates not to be nearer than four miles a])art, nor 
any gate nearer than one mile of the boundary line of 
any incorporated town, or within two miles of its end, 
and to erect such gates as fast as any section of five 
miles is completed : Provided, that after the completion 
of two miles or more of said road. th6 Directors may 
erect a tollgate and charge toll in proportion to the reg- 
ular rates as the distance completed is to five miles. 

The following tolls may be demanded at each gate : 
Rates of toll For hogs or sheep, per head, one ( 1 ) cent ; for cattle, or 
horses, or mules, or asses, in a drove, per head, two (2) 
cents ; for horses or mules not in a drove, nor employed 
in drawing, whether mounted or not, per head, five (5) 
cents ; for every four-horse loaded wagon, twenty-five 
(25) cents; for every two-horse loaded wagon, fifteen 
(15) cents; for buggies, barouches, and other similar 
two-horse carriages, fifteen (15) cents; for other two- 
horse pleasure carriages, twenty-five (25) cents; for one 
(1) horse buggies and other similar vehicles for the con- 
veyance of persons, ten (10) cents ; for other vehicles for 
the transportation of goods or produce, drawn by not 
more than two animals, ten (10) cents; and for each ad- 
ditional animal, five (5) cents, provided toll is charged 
but for one way. if parties go and return the same day. 
No toll chall be demanded from persons passing from 
one to another part of his farm, or from persons attend- 
ing funerals or religious worship, or in going to or return- 



—23— 

ing from the precincts at elections, or places of militia 
muster, the person being authorized to vote or perform 
militia duty, or from persons going to or returning from 
a grist mill on horseback with grain for family use, or 
from any person traveling on foot. 

When five miles of the road is completed, the Directors 
shall apply to the County Court of the county in which S^^ev/|^°" 
said five miles of road has been made, for the appoint- ^°^^ ^^^ 

r 1 . • .1 1 report. 

ment of three commissioners, to review the same, and 
report whether the road is in good condition, and made 
in accordance with the terms of the charter as to width, 
grade, material, culverts, and in all other respects, of all 
which a report shall be made by the commissioners to 
the next term of the County Court, and the same entered 
on the minutes of the court. If the report is favorable, 
the company shall thereafter have the right to collect 
toll, and for every additional five miles made until the 
road is completed, the same procedure shall be adopted. 

The County Court of any county in which any part of 
said turnpike is located, has a supervision of said part ^° ha7e ^°"^* 
within its boundary, to the extent of compelling the com- supervision, 
pany to keep the same in good repair, and said County 
Court may appoint as superintendents, commissioners, or 
by any other name, one or more persons to view said 
road, or part of the road within the county, the bridges, 
and culverts, and if said persons appointed as aforesaid, 
report that the road is manifestly in bad condition, the 
gates shall be opened until the same is put in good con- 
dition. The cost of this proceeding must be paid by the 
corporation. 

The company, by its officers and agents, may enter the 
lands of private persons for the purpose of making sur- 
veys, estimates, and location of route. 

All impediments and barriers to free passage of ve- 
hicles, shall be kept off the road to the full width re- 
quired by this charter, but bridges across streams need 
not necessarily be of that width. 

Any person who passes a gate without paying, or shuns 
a gate, shall forfeit five dollars for the use of the com- 
pany, to be recovered before a Justice of the Peace. 

The stock is to be impressed with the character of per- 
sonal property. 

Section 1. Be it enacted by the Gpieral Assembly of 
the State of Tennessee, That whenever the property and ch'^76,'" Acts 
franchises of any turnpike may have heretofore been '^^^'^^ 
sold, or may hereafter be sold under any judgment, de- 
cree of process, from any court of record, for the pay- 



Purchasers of 
turnpikes may 
have all the 
rights of 
original 
companies. 



Application 
for new 
charter. 



Form of 
application. 



Acknowledg- 
ments regis- 
tered and 
recorded. 



Completion of 
association. 



ment of debts due from such incorporated company, the 
purchasers at such sale, or their assignees, may be organ- 
ized into a corporate body with the right to have, hold 
and operate the property and franchises so purchased, 
with all the powers, rights, privileges and immunities, 
and subject to all the restrictions and duties conferred 
and imposed by the original charter, and amendments 
thereto, of the corporation whose property and franchise 
mav have been sold, and for the period limited thereby. 

Sfx. 2. Be it further enacted. That where the charter 
and its amendments are contained in the printed Acts of 
the General Assembly of the State, it shall be sufficient 
for such purchasers, or their assignees, to make out a 
memorandum of said Acts, showing their titles, with the 
books. ]")ages and sections in which they are contained, 
and to attach thereto an ap])lication in this form : 

We, the undersigned, purchasers, or assignees of the 
purchasers of the property and franchises of the corpo- 
ration known as the (here insert the name), apply to the 
State of Tennessee for a charter of incorjwration. con- 
ferring upon us, and our successors, the powers, rights, 
privileges and immunities, subject to the limitations and 
restrictions contained in the Acts of the General .\ssem- 
bly of the State of Tennessee, a memorandum whereof 
is given above. We ask that our corporate name be 
(here insert it) ; and the 4nain office of our company will 
be located at (here insert it). 

Witness our hands this — day of . 

The signatures of said purchasers or their assignees 
shall be acknowledged proven before the Clerk of the 
County Court of any county in which any part of said 
property may be situated : and the memorandum afore- 
said, with the application and probate or acknowledgment, 
shall be registered in the Register's office of the county in 
which the main office of such new corporation may be 
fixed, and when so registered, the same shall be filed and 
recorded in the office of the Secretary of State, and a copy 
thereof duly certified under the great seal of this State, 
shall be competent and primary evidence in all the courts 
of this State, without being specially pleaded or copied 
into the record in any appellate proceeding. 

Sec. 3. Be it further enacted, That the formation of 
said association as a body politic and corporate with the 
powers, rights, privileges and immunities aforesaid, is 
hereby declared to be complete at and from the time said 
papers are filed in the office of the Secretary of State, 
and the validity thereof shall not in any legal proceed- 
ings be collaterally impeached. 



—25— 

Sec. 4. Be it further enacted, That said purchasers, or 
their assignees, at any time after said papers are filed in ^^"^ ^*°'=^- 
the office of the Secretary of State, may issue shares of 
stock of the same size and to the same amount as those 
permitted to the old corporations, and to distribute such 
shares among said purchasers or their assignees, in the 
proportion in which they are interested in the property 
purchased, and the holders of such new shares may elect officers. 
the same kind of corporate officers, and exercise such 
other powers as were conferred upon the stockholders in 
the old corporation. 

Sec. 5. Be it further enacted, That the stockholders 
of any corporation organized under this Act may reduce 
the number of Directors and of the corporate officers to 
such number as they may think the corporate interests 
require. 

Sec. 6. Be it further enacted, That nothing in this Act 
contained shall be construed as granting or permitting 
banking powers to any corporations organized under its 
provisions. 

Sec. 7. Be it further enacted, That in case of a sale 
hereafter to be made, the company shall have the risfht ^^f^* °f 

, . ' . ^ . ^ ■ . ,. ^ , redemption for 

to redeem, for two years, the rights of creditor to ad- two years. 
vance bids, and of judgment creditors to redeem from 
purchasers, being the same as are applicable to parties in 
the sale and redemption of real estate. 

Sec. 8. Be it further enacted, That the purchaser or 
his assignee may have the option to organize under the 
old charter and amendments, or under the provisions of 
the Act passed March 19th, 1875, entitled "An Act to 
provide for the organization of corporations," said pur- 
chaser or assignee uniting with himself five or more other 
persons : Provided, that the new corporation shall take 
said corporate property free from exemption to taxation 
by charter or otherwise : Provided, further, that the Leg- 
islature of the State shall at all times have the right and J^^hir*^^ 
power to pass such laws in relation to such companies 
and turnpikes, "roads, franchises, rights, powers, as the 
end of justice to the pubHc or to individuals may re- 
quire. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That no charter of any turnpike ^r^^"*^™^'^' 
company, whether for graded, macadamized or gravel i883. ' 
road, shall authorize the use of public or private prop- 
erty or rights of way, without the approval of the County 
Court of the county in which such property or right of 
way may lie. 



-26— 



Original Act. 

Telegraph 
companies. 



Charter. 



Sec. 2. Be it further enacted, That the Act of 1875, 
Chapter 142, Section 7, so far as it requires turnpikes 
within ten miles of a town or city of five thousand in- 
habitants, to be metalled to a greater width and thickness 
than other roads more distant from such town, shall not 
apply to any county in which there exists no practicable 
supply of stone or gravel, but in any such county such 
turnpike may be constructed with stone or gravel ten 
feet in width and six inches deep. 

Sec. 8. Be it furtJicr enacted. That the charter for a 
telegraph company shall be as follows : 

" State of Tennessee — Charter of Incorporation. 

" Be it known, That (here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body politic and corporate, by the 
name and style of (here insert the name of the corpora- 
tion), for the purpose of constructing a telegraph line 

from in the countv of , to in the county 

of . 

" The general powers, etc., of the corporation are " 
(here insert the powers, etc., as set forth in Section 5). 

Said corporation may construct a telegraph line, and 
erect the necessary fixtures along the line of any public 
highway, the streets of any village or city, across rivers, 
or any land belonging to the State free of any charge, 
and also over the lands of ])rivate individuals, in |)ursu- 
ance of the general law, authorizing condemnation of the 
easement of right of way, for works of internal im- 
provement, as set forth in Sections 1325 to 1348 in the 
Code, both inclusive. 

The said corporation shall, in all cases of war, insur- 
rection, civil commotion, or for the arrest of criminals, 
give immediate dispatch, at the usual rates, to any mes- 
sage sent by any officer of the State, or of the United 
States. 

All messages, including those received from other tel- 
egraph companies, shall be transmitted in the order of 
their delivery correctly, and without unreasonable delay, 
and shall be kept strictly confidential, subject, however, 
to disclosure in any legal proceeding. 

Original Act. Sec. 9. Be it further enacted, That the following shall 
Cemeteries. bc the fomi of chartcr of incorporation for a cemetery: 



Powers. 



Preferred 
dispatches. 



Order of 
transmission 
of messages. 



Charter. 



** State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more persons not under the age of twenty-one years), are 



—27— 

hereby constituted a body politic and corporate by the 
name of " (here insert the name and style of the corpo- 
ration). 

The general powers, provisions, and restrictions appli- 
cable to the corporation are here set forth, the powers, 
etc., as in Section 5. 

The said corporation shall have the power to purchase 
land, not exceeding two hundred acres, situated not less J^^J and^^r 
than one mile from the corporation line of a town con- off and sell 
taining fifteen thousand inhabitants, nor less than two 
miles from the corporation line of a town containing a 
greater number of inhabitants, to be used as a cemetery 
or burying ground forever, to lay the same off into suit- 
able avenues or walks, and embellish with trees, shrub- 
bery and flowers, subdivide the grounds into lots, suit- 
able for graves, monuments and vaults, and sell the same 
in such manner as the Board of Directors may determine, 
and all lots thus sold to purchasers, shall forever be free 
from attachment, or the levy of an execution. 

No person shall willfully destroy, deface or injure, any 
monument, tomb, gravestone or other structure placed in J^'injurr"*^^ 
said cemetery, or any fence or inclosure in or around tombs or 
the cemetery, or injure any tree, plant or shrub therein, 
or hunt or shoot therein, play at any game or amusement 
therein, or interfere by words or actions, with any funeral 
procession, or any religious exercises. These offenses are 
declared misdemeanors, and any person guilty thereof, 
shall be fined not less than fifty (50) dollars. Or, if the 
court trying the cause deems the offense deserving fur- 
ther punishment, also imprisoned for a time, not exceed- 
ing six months. 

The County Court of the county in which the ceme- 
tery is situated may, with the assent, or on application of County Court 
the Board of Directors, appoint a person, to be known ^n^stabie°'" 
and commissioned by the court as county constable, who 
shall, with or without warrant, the said corporation being 
held liable for the abuse of any person by him, arrest and 
bring to trial all persons committing the aforesaid of- 
fenses. 

Said corporation may hold any grant or bequest in 
money or other property, and shall faithfully apply the Grants or 
same for the improvements of said cemetery, or in the 
erection or preservation of any tomb or monument, ac- 
cording to the terms of said grant or bequest. 

It shall be the duty of the corporation to set apart 
twenty-five (25) per cent of all lots sold, to be denomi- ]^'Jp^°^^"^^"t 
nated an Improvement Fund, and the same to accumulate 
until the interest amounts to a sum sufficient to keep in 



—28— 

order the entire grounds used as a cemetery, and any 

person, or the descendants of any person, who has bought 

a lot, shall have the right to look after and see to the 

preservation of said fund, and the proper application of 

the interest. Until the interest on the fund accumulated 

as aforesaid, is sufficient for the purpose aforesaid, the 

corporation is bound to keep the grounds in order out 

of the remaining three-fourths of the proceeds of the lots. 

« 

vmendment Sfxtiox 1. Bc it ciioctcd bv tkc Gcucnil Asscuibly of 

ch.isi, Acts the State of Tennessee, That Chapter 142. Section 9. of 

^^^^' an Act passed March 19, 1875. bc and the same is hereby 

Mav purchase c;o amended as to read : The said cori')oration shall have 

land for 1.11 i- 111 

cemeteries. the powcr to purchasc land, not exceedmg two liundred 
acres, situated not less than one mile, to be measured by 
way of the most direct public thoroughfare to said land, 
from the corporation line of a town containing fifteen 
thousand inhabitants, nor less than two miles, to be meas- 
ured by the way of the most direct public thoroughfare 
to said land, from the cor]:)oration line of a town con- 
taining a greater number of inhabitants, to be used as a 
cemetery or burying ground forever, to lay the same off 
into suitable avenues or walks, and embellish with trees, 
shrubbery and flowers, subdivide the grounds into lots 
suitable for graves, monuments and vaults, and sell the 
same in such manner as the Board of Directors may de- 
termine, and all lots thus sold to purchasers shall forever 
be free from attachment by the levy of an execution. 

Original .\ct. Sec. 10. Be if further enacted, That the form for the 
Jom"p?S charter of an insurance company shall be as follows : 



Form of 
charter. 



Fire 
insurance. 



" State of Tennessee — Charter of Incorporation. 

" Be it known. That ( here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body politic and corporate, by the 
name of (here insert the name of the corporation). 

*' The general powers, etc.. of said corporation are " 
(here insert the general powers, etc., as in Section 5). 

The said company, incorporated as aforesaid, shall 
have the power to make insurance against losses by fire, 
at such rate of premium and upon such terms and condi- 
tions as may be agreed on, on any house, tenement, man- 
ufactory or other building ; on goods, wares or merchan- 
dise, and on other effects ; on hay, grain, and other agri- 
cultural products in barns or stacks ; and generally to 
insure against loss by fire, earthquakes, storms or floods, 
on all kinds and species of property. 



—29— 

The said company shall have the further right to in- 
sure the lives of persons, and engage in the general busi- gj^erl"^ 
ness of life insurance; and, coupled therewith, the right insurance, 
to grant and sell annuity, or contract loans based on life 
annuity, with benefit of survivorship, and accept and 
execute all legal trusts which may be confided to said 
company. 

That said company shall also have the power to make 
insurance against all accidents to property in transit ; to ^^arite"^ ^"^ 
persons in traveling ; or against thefts of property ; and insurance. 
also, insurance upon ships, steamboats, and other craft ; 
upon freights and seamen's wages, including all marine 
risks. 

The company may, at its option, exercise one or more, 
or all of the three branches of business in which it is 
authorized to engage. 

There shall be annually printed, in at least one news- 
paper in the county where the principal office of the p °^fgjj"-' *° 
company is located, or if an agency is established in any annual balance 
other county, as the corporation may have the right to ^ ^^ ' 
do, then also in a newspaper printed in said county, a 
general balance sheet, showing the amount of capital 
stock paid in or secured by notes of stockholders for 
stock subscribed by them ; the amount of premiums and 
interest received on investments during the year ; amount 
of expenses and losses ; the balance due ; the nature of the 
securities in which said balance is invested^ the amount 
of cash on hand ; and also a full account of existing poli- 
cies and the nature of risks therein insured against ; and 
said balance sheet or statement shall be sworn to by the 
President and Secretary of said company. 

When policies of insurance are effected by any person 
on his life, for the benefit of his wife, or for the benefit Life policies 
of any one or more of his children, or for the joint ben- execution'^°"^ 
efit of his wife and children, the creditors of the person 
thus insuring shall have no claim on the proceeds of the 
policy, and the same shall inure to the persons for whose 
benefit the insurance was effected. Creditors shall have 
an insurable interest in the lives of their debtors. 

Moneys received as premiums upon risks undetermined 
and outstanding at the time of declaring any dividend. Dividends, 
shall not be considered as profits, earned and divided as 
such; and if any loss should happen, impairing the cap- 
ital stock, no dividend shall be declared until said capital 
stock is made good ; and if a dividend shall be declared, 
contrary to this prohibition, the Directors consenting 
thereto shall be liable to make good to the creditors of 



-30— 



Companies 
may be 
mutual or 
otherwise. 



Mutual 
associations 



the company, if their claims cannot otherwise be satis- 
fied, the amount of dividends thus illegally divided. 

The said company may have the right to establish 
Branch offices, offices in any other county of the State for the transaction 
of business allowed by the charter. 

The insurance business of the company may. at the 
option of the company, be conducted upon the principle 
of giving to policyholders an interest in the profits ; and 
the company may purchase for its own benefit, any policy 
of insurance or other obligation growing out of its busi- 
ness, and also any claims of policyholders for profits. 

Any company organized under the provisions of this 
Act, may restrict its business to the insurance of the 
lives of its members or stockholders alone ; it being the 
intent of this paragraph to give a corporate existence to 
any professional association, guild, brotherhood or other 
mutual association, the right, by an arrangement among 
themselves, as stockholders in a corporation, to insure 
the lives of each other u])on the principle of a mutual 
participation in the profits, by annual subscriptions or 
otherwise, and thereby provide a fund out of which pro- 
vision may be made according to the by-laws of the cor- 
poration for the support of the family of any stockholder 
on his decease, or for the payment of any policy due his 
estate on his decease. In case any cf)mi)any organized 
under this charter restricts its business to the insurance 
of the lives of stockholders, no publication need be an- 
nuallv made of its debt and liabilities. 



Amendment, 

Ch. 224, Acts 
1SS9. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 10 of the Act 
aforesaid prescribing the form of charters for insurance 
companies, and the same is hereby amended so as to in- 
sert after the words " to persons in traveling " the fol- 
lowing, viz. : " Said companies shall also have the power 
to make insurance against disabilities to persons by dis- 
ease or sickness or other bodily infirmities." 



Amendment, 

Ch. 41, Acts 
1877. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any insurance company, 
chartered under either a general or special law of this 
State, be, and the same is hereby authorized to reduce 
the amount of its capital stock, by the vote of its stock- 
holders owning a majority of said stock ; and when such 
reduction is so ordered by said stockholders, the Board 
of Directors shall amend the charter of such company in 
the manner provided in Section 19 of the Act of March 
19, 1875, mentioned in the caption of this Act : Provided, 
that any company availing itself of the power herein 



—31— 

conferred, shall have and retain a surplus fund over the 
amount to which the capital stock shall be reduced, suffi- 
cient safely to reinsure all of its outstanding risks and 
to protect the rights of all existing creditors. 

Sec. 11. Be it further enacted, That the following ^^^.^^^ ^^^_ 
shall be the form of charter for carrying on the business j^j^j^^ ^^^ ' 
of mining for coal, copper, lead, zinc, mica, iron or other quarrying 
ore or mineral, including the operation of quarrying f or ^°"^p^"^^^" 
slate, limestone or marble. 

Also the form of charter for sinking shafts or boring 
for petroleum, rock oil, salt water or other valuable liquid and other 
hidden in the earth. ^ companies. 

And also, the business of manufacturing any raw mate- 
rial by the aid of machinery, into articles suitable for use ing companies, 
as cotton or woolen factories, for making bagging and 
bale rope, or iron bands, for baling cotton, foundries, 
roUing mills, blast furnaces, the manufacture of utensils, 
farming implements or other articles, whether from wood 
or iron, and in general, the carrying on of any other 
business properly coming within the definition of a man- 
ufactory. 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That by virtue of the general laws of 
the land, (here copy the names of the five or more cor- Form of 
porators, not under twenty-one years of age) are hereby 
constituted a body politic and corporate, by the name 
and style of (here set forth the name of the corporation 
and the nature of the business, whether mining, the 
sinking of shafts or the business of manufacturing). 
The general powers, etc., of said corporation are " (here 
set forth the general powers, etc., as contained in Sec- 
tion 5). 

The said corporation shall have the right, in pursuance 
of the general law authorizing the condemnation of pri- ^0^^^^^^"^ 
vate property for works of internal improvement, as set 
forth in Sections 1325 to 1348, inclusive of the Code, to 
condemn a right of way necessary for the transaction of 
the corporate business, not exceeding thirty feet in width, 
over the lands of any private person or corporation, and 
such right of way is hereby declared to be a public road. 

Annually, during the month of January, the President 
shall make and publish in a newspaper printed in the Annual 
county where the principal office of business is located, to^bT^"*^ 
or if no newspaper is printed in that county, then in an published. 
adjoining or the nearest county where a newspaper is 
printed, a sworn statement, showing the amount of the 



Capital stock 
and liability 
of Directors. 



False 

statements. 



Liabilities of 
Directors or 
stockholders. 



capital stock and the existing liabilities, and a list of the 
names of the stockholders. 

Nothing but cash shall be taken in payment of any 
part of the capital stock, or land at a fair cash valuation, 
and no loan of money shall at any time be made to any 
stockholder thereof, and any such loan shall render the 
Directors consenting thereto individually liable for the 
amount thereof ; this liability to extend in favor of inno- 
cent stockholders as well as creditors. 

The making of a false statement to be printed as afore- 
said, shall render all persons assenting thereto individ- 
ually liable to all persons dealing or trading with said 
company, upon the faith of said fraudulent statement. 

If the indebtedness of said company shall at any time 
exceed the capital stock paid in, the Directors assenting 
thereto, shall be individually liable to the creditors for 
said excess. The stockholders are jointly and severally 
liable individually at all times, for all moneys due and 
owing to the laborers, servants, clerks and operatives of 
the company, in case the corporation becomes insolvent. 

If the Directors declare and pay any dividend when 
the company is insolvent, on which declaration of a divi- 
dend would diminish the amount of the ca])ital stock, 
they shall be jointly and severally liable to creditors for 
the amount of dividends thus declared. Any Director 
may avoid liability by voting against the dividend, or by 
filing his objections in writing as soon as he ascertains a 
dividend has been made. 



Amendment, 

Ch. 144, Acts 
1901. 

Amends 
Acts 1895. 



Sec. 1. Be it enacted by tJie General Assembly of the 
State of Tennessee^ That Section 2, of Chapter 208, of 
the Acts of 1895, entitled, "An Act to amend an Act enti- 
tled An Act to provide for the organization of corpora- 
tions, approved March 23, 1875, and also to amend an 
Act entitled An Act to amend an Act entitled An Act to 
provide for the organization of corporations, passed March 
19, 1875 (Acts of 1875, Chapter 142, approved March 
29, 1883), Acts of 1883, Chapter 232," passed May 14, 
1895, and approved ]\Iay 14, 1895, be and the same is 
hereby amended by inserting after the words " or by law 
declared navigable,'* in the tenth line of said section, and 
before the words " to manufacture," in the same line, 
the words " or unnavigable," also by inserting after the 
words, *' rivers and streams of this State," in the third 
line of Subsection 1 of said section, and before the words 
" a sluice way," in the same line, the w^ords, ** within the 
limits of navigation in such streams and rivers," also by 
inserting after the words '' the work is commenced," in 



—33— 

the first line of Subsection 2 of said section, and before 
the words " the plans," in the same line, the words, " in 
said navigable rivers and streams within the limits of nav- 
igation in such rivers and streams ; " also by inserting 
after the words " permitted to be done," in the first line 
of Subsection 3, of said section, and before the words 
'' shall be," in the same line, the words, " in navigable 
waters." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 11 of an Act entitled ci'^74'!j"'Acts 
"An Act to provide for the organization of corpora- 1883. 
tions," passed March 19, 1875, be so amended that all 
manufacturing companies heretofore or hereafter .char- 
tered under the provisions of said Act, shall have the 
power to erect on their own lands elevators, hoists, ware- 
houses and transfer tracks, and operate the same for the 
elevation, storage and transfer of material, goods, wares 
and merchandise for the public, and they may charge and 
collect reasonable compensation therefor. 

Sec. 2. Be it further enacted, That any corporation 
heretofore chartered under said Act shall have the right, 
upon an affirmative vote representing a majority of the 
stock at a general meeting called for that purpose, to 
incorporate the powers conferred by this Act in their 
charters, by the Board of Directors of said corporation 
copying said amendment, and making an application in 
these words : " We, the undersigned, " composing the 
Board of Directors of (here insert the name of the cor- 
poration) apply to the State of Tennessee for an amend- 
ment to the charter of said corporation for the purpose 
of investing it with the power (here insert the clause 
granting the powers in Section 1 of this Act). Witness 

our hands the day of , (to be signed by the 

Directors). The same shall be probated and registered 
as provided for charters by the Act passed March 19, 
1875, entitled An Act to provide for the organization of 
corporations, and when so done, the amendment shall be 
complete. 

Sec. 12. Be it further enacted, That the form of char-«"s'"«* ^*'*' 
ter for cotton compress and warehouse association shall co°m^p?ess and 

be as follows : warehouse 

associations. 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of the five^, 
or more persons applying for the charter, not under 
twenty-one years of age), are hereby constituted a body 
3 



—3 

politic and corporate by the name and style of (here in- 
sert the name of the corporation). The general powers, 
provisions and restrictions applicable to said corporation 
are " (here set forth powers, etc., as set forth in Section 
5). 

The said corporation shall have the power to construct 
HghtYof such and build cotton compress, to be operated by steam or 
inx:orporations. Q^-^ej- power, and generally to put up any and all build- 
ings, shops' and sheds necessary for carrying out the pur- 
poses of the association, including the right to erect ware- 
houses for the ])urpose of receiving and storing cotton, 
grain and other products or merchandise. 

The said corporation shall have the right to make in- 
surance on cotton or other products or merchandise stored 
with them, but the right to issue ix)licies or effect insur- 
ance, shall not extend beyond doing business with their 
customers, and all general insurance business is hereby 
prohibited. 

The said corporation shall have the jjower to build 
and operate horse railroads from their warehouses and 
com])resses, connecting with railroad depots, the said 
railroads consenting thereto ; and. Provided, that the 
right to oi)erate said street railroad is to be dcj-endent 
upon an arrangement between said corporation and the 
munici])al authorities of the city through which said 
railroad track is to be laid, in order to guard against 
obstruction to travel or damages to the streets. 

Annually, during the month of January, the President 
To make and ghall make, and i)ublish in a newspa])er ])rinted in the 

publish annual , , ^ . . , ^^ ^ / . ^ . , , 

statements. couuty whcrc the pruicipal ornce of busmess is located, 
or if no newspaper is printed in that county, then in an 
adjoining, or the nearest county where a newspaper is 
printed, a statement showing the amount of capital stock ; 
what amount thereof has been paid in cash ; what amount 
thereof is secured by stockholders' notes ; the outstand- 
ing liabilities ; and a list of the names of stockholders ; 
and said statement shall be sworn to by the President 
and Secretary. 

No loan of money shall, at any time, be made to any 

Liabilities. stockholder, and any Director assenting thereto, shall 
be individually liable for the amount thus loaned, the 
liability to extend in favor of innocent stockholders, as 
well as creditors ; the making of a false statement, to be 
printed as aforesaid, shall render all persons assenting 
thereto, individually liable to all persons dealing or trad- 
ing with said company upon the faith of said fraudulent 
statement ; and such fraudulent statement shall be a mis- 
demeanor. 



—35— 

The stockholders are to be individually liable for all 
moneys due to laborers, servants, clerks and operatives 
of the company, in case the company becomes insolvent. 

If dividends are declared when the company is insol- 
vent, or if by a declaration of dividend the capital stock 
is thereby diminished, the Directors assenting thereto 
shall be individually liable to creditors for the amount 
of dividends thus declared. 

Any Director may avoid liability, by voting against 
the dividend, or by filing his objections in writing as 
soon as he ascertains a dividend has been made : Pro- 
vided, said Director refuses to receive the dividend. 

Sec. 13. Be it further enacted, That the form of a o^irinai Act. 
charter for a street railroad, shall be as follows : street railroad 

' companies. 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That — (here copy the names of five or 
more corporators not under the age of twenty-one years) ^^l^J^ 
— are hereby constituted a body politic and corporate, by 
the name and style of — (here insert the name) — for the 
purpose of constructing a street railroad in the incorpo- 
rated town of — (here insert the name of the town) — 
commencing at — (here insert the initial terminus) — and 
ending at — (here insert the terminus and the general route 
of the road). 

The general powers, etc., of said corporation are " — 
(here insert the powers, etc., as declared in Section 5). 

The said company is authorized to consummate any 
contract with the city authorities of the town aforesaid, Rights and 
or with the County Court, if the route extends oi is to be of such 
extended beyond the limits of said incorporated city, or '"^o^po^^^ions. 
with private individuals necessary t.') get the right of way 
along the public streets of the city, or along the public 
roads of the county : Provided, that no one of the streets 
of said city shall be used by said company, nor shall any 
rails be laid down, until the consent of the city authori- 
ties has been first obtained, and an ordinance shall have 
been passed, prescribing the terms on which the same 
may be done, or if the said road extend into the country, 
the consent of the County Court must be first obtained. 

The company may operate said street railroad by ani- 
mal power, or may use a dummy steam engine : Provided, 
said engine shall not give off either smoke or steam so 
as to annoy or frighten either persons or animals. 

The company is at liberty to choose the gauge of the 
road and the railroad track, cars and coaches shall be ^^^^^Jil J^?^^ 

. - and rates ot 

used only for the ttansportatioii of passengers and per- fare. 



—36- 

sonal baggage, at a uniform price per head, which for 
person and baggage shall not exceed ten 'cents or the 
fractional part thereof, from one to the other terminus of 
the road. 

In the construction of said road a tram rail only shall 
be used, and of such a description as to obviate danger of 
injuring wheels or axles of vehicles passing along and 
crossing said railroad tracks. 
Company may ^^^ Company may issue bonds payable in such amount 
issue bonds, at such timcs and places as it deems best with coupons 
attached for payment of interest and may dis})ose of the 
same to raise money to construct or repair the road, and 
to secure payment of the same may mortgage the ])rop- 
erty, real and personal, and also the franchises of the 
com])any. 

Vehicles shall, at a proper signal, yield the right of 
way over the track and switches of said railroad, to the 
passing cars, within a reasonable time, and it shall not be 
lawful to obstruct the free ]:)assage of the cars on said 
road, and any willful obstruction by any person shall be 
a misdemeanor. 

Priority of possession of the track is always to be 
given to fire eilgines and apparatus. 

The powers herein granted are in no manner to mter- 
fere with the rights of private citizens, or private prop- 
erty. The power is especially reserved to the incorpo- 
rated city aforesaid to regulate the position of the 
switches or tunnels of said railroad, in such manner as not 
to interfere with public travel through the streets, or if 
the road is extended into the country, similar right is re- 
served to the County Court. 

Original Act. Sec. 14. Bc it fio'tJicr owctcd, That the charter for a 
Building buildino^ association shall be in the following form : 

associations. ^ ° 

" Charter of Incorporation. 

*' Be it known, That (here copy the names of five or 
more corporators above the age of twenty-one years), 
are hereby constituted a body politic and corporate by 
the name and style of (here insert the name of the cor- 
poration). 
General ^^^^ general powders, etc., of said corporation are " 

powers. (here set forth the powers, etc., as declared in Section 

5). 

The funds of said corporation may be loaned out to 
Funds to be the Stockholders in such manner, on such terms and con- 
rel^estat". ditious, and under such regulations as the said corpora- 
tion, by its constitution and by-laws, may prescribe : Pro- 



Charter. 



—37— 

vided, the same be secured by real estate, and any funds 
of the said corporation, which may remain after the 
stockholders have borrowed all they desire, may be loaned 
out to other persons, the same being secured by a lien on 
real estate. 

The members of said corporation shall have the power 
to adopt a constitution, and the constitution adopted, the and^by^aw" 
by-laws and regulations, shall have the force and effect of 
a legal enactment on the members of said corporation : 
Provided, the same are not in conflict with the general 
laws of the land. 

The corporation shall have the power to take and 
hold all such real estate as may be mortgaged to it, or con- JJ^f estate, 
veyed in trust, to secure any debt due to the corporation 
for loan of its funds ; and the said corporation shall have 
power to purchase any such real estate at any sale thereof, 
and the same to hold, sell or otherwise dispose of, as the 
said corporation may deem expedient. 

The by-laws may prescribe the amount of shares and 
the time of payment thereof by installments, but the j^'^g^^ff^gjfg 
monthly call for payment of said installments shall not 
exceed two dollars on each and every share. Every 
share of stock shall be liable for, and subject to a lien 
for the satisfaction of any unpaid installments, and the 
by-laws may prescribe the mode and manner of enforc- 
ing said lien. New shares may be issued in lieu of any 
shares withdrawn or forfeited. The shares may be issued 
in one or successive series, in such amounts as the Board 
of Directors may determine, and any stockholder wish- 
ing to withdraw, as he or she may have the right, shall 
give thirty days' notice thereof, when said withdrawing 
stockholder shall be entitled to receive the amount paid 
in, and such proportion of the profits as may have been 
accumulated : Provided, that at no time shall more than 
one-half the funds in the treasury be subject to the de- 
mands of withdrawing stockholders, without the consent 
of the Board of Directors, nor shall any stockholder be 
entitled to withdraw, whose shares are pledged to the 
corporation. The personal representative, upon the death 
of a stockholder, shall be entitled to receive the full 
amount paid in by the deceased, and any profits which 
have been realized : Provided, that if said stock is pledged 
to the company, the same shall be redeemed by said per- 
sonal representative. 

The Board of Directors shall hold stated meetings, at 
which the money in the treasury, if over two hundred Loans, how 

1 11 1 11 1 rr 1 r 1 • • ^"^ when 

dollars, shall be oiierea tor loan m open meetmg, at a rate made, 
not in conflict with the law of the State, and the stock- 



—38— 



Payments, 



Premiums. 



holder who shall bid the highest premium for the pref- 
erence or priority, shall be entitled to receive a loan of 
two hundred dollars for each share held by such stock- 
holder : Provided, that a stockholder may borrow such 
fractional part of two hundred dollars, as the by-laws 
may provide, and good security shall be given by the 
borrower, to secure the repayment of the loan. In case 
the borrower shall neglect to offer security, or shall offer 
security that is not approved, the proposed borrower thus 
failing to give security, shall be charged with one month's 
interest, and the money resold at the next stated meeting. 

In case of non-payment of installments or interest by 
borrowing members for the period of six months, pay- 
how en orce . ^^^^^ q£ principal and interest, without deducting the 
premium paid, or interest thereon, may be enforced by 
proceeding on their securities, according to the terms of 
the contract under which the same were pledged. 

The premium bid by borrowing stockholders for the 
preference or priority of loan shall be paid before the 
loan is consummated, not as a part of the loan, not as in- 
terest, but as a means of determining which one of the 
shareholders shall receive the loan, whenever there are a 
number of stockholders who may simultaneously desire 
to effect a loan. 

Said corporation may purchase at judicial or execution 
May purchase or trustcc's salc, any real estate, mortgaged or conveyed 
to it to secure a debt, and said real estate or any other 
real estate the corporation may be entitled to hold, the 
said corporation shall have the power to sell, convey, 
lease or mortgage at pleasure. 

Said corporation may determine by an express provi- 
sion of by-laws, that when each share of stock reaches a 
certain value, to be specified thereby, not exceeding two 
hundred dollars, the stockholders shall be paid such value 
for each share they respectively own, and that upon such 
payment the stock shall revert to the corporation. 

jNIarried women may hold stock in said corporation, 
free from the claims or debts of their husbands. No 
one person shall hold more than fifty shares. 



and sell 
real estate 



Married 

women. 



Ch. 267, Acts 
1889 



Section 1. Be it enacted by the General Assembly of 
Amendment, the State of Tennessee, That Section 14 of an Act 
passed March 19, 1875, entitled "An Act to provide for 
the organization of corporations," be so amended as to 
read as follows : 

Section 1. In addition to the form of charter for a 
building association given in said section, the charter for 
a building association may be in the following form : 



—39— 

CHARTER OF INCORPORATION. 

Be it known that (here copy the names of five or 
more corporators above the age of twenty-one years) 
are hereby constituted a body poHtic and corporate by 
the name and style of (here insert the name of the cor- 
poration). 

The general powers, etc., of said corporation are (here 
set forth the powers, etc., as declared in Section 5 of 
the Act to which this is amendatory) : The funds of said 
corporation may be loaned out to the stockholders in 
such manner, on such terms and conditions, and under 
such regulations as the said corporation, by its constitu- 
tion and by-laws, may prescribe ; provided, the same be 
secured by real estate, and any funds of the said cor- 
poration which may remain after the stockholders have 
borrowed all they desire may be loaned out to other per- 
sons, the same being secured by a lien on real estate. 

The members of said corporation shall have the power 
to adopt a constitution, and the constitution adopted, 
the by-laws and regulations shall have the force and ef- 
fect of a legal enactment on the members of said corpo- 
ration ; provided, the same are not in conflict with the 
general laws of the land.* 

The corporation shall have the power to take and hold 
all such real estate as may be mortgaged to it, or con- 
veyed in trust to secure any debt due to the corporation 
for loan of its funds, and the said corporation shall have 
the power to purchase any such real estate at any sale 
thereof, and the same to hold, sell, or otherwise dispose 
of, as the said corporation may deem expedient. The 
by-laws may prescribe the amount of shares and the time 
of payment thereof by installments, but the monthly call 
for payment of said installments shall not exceed two 
dollars on each and every share. Every share of stock 
shall be liable for, and subject to a lien for the satisfac- 
tion of any unpaid installments, and the by-laws may 
prescribe the mode and manner of enforcing said lien. 
New shares may be issued in lieu of any shares with- 
drawn or forfeited. The shares may be issued in one or 
successive series in such manner and in such amounts as 
the Board of Directors may determine, and any stock- 
holder wishing to withdraw, as he or she may have the 
right, shall give thirty days' notice thereof, when said 
withdrawing stockholder shall be entitled to receive the 
amount paid in, and such proportion of the profits as has 
been accumulated ; provided, that at no time shall more 
than one-half the funds in the treasury be subject to the 
demands of withdrawing stockholders without the con- 



—40— 

sent of the Board of Directors. Stockholders who are 
borrowing- members, and who desire to have their mort- 
gages or deeds of trust cancelled and leave the association 
before their stock matures, may do so on the following 
terms, to-wit : If a loan is repaid within one year from 
the date on which it is mades the borrowers must pay 
the premiums for one year and pay to the association 
an amount which, when added to the dues and earnings 
credited to his stock, will aggregate the sum actually 
borrowed, together with the legal rate of interest up to 
the date of repayment, and all delincjuent assessments. 

If, after the expiration of one year a borrowing mem- 
ber desire to repay his loan, he will only be compelled 
to pay premiums and interest up the time of re])ay- 
ment, and the cancellation of his mortgage or deed of 
trust will be adjusted as above stated. 

The personal representatives, upon the death of a 
stockholder, shall be entitled to receive the full amount 
paid in by the deceased, and any ])rofits which have been 
realized; provided, that if said stock is pledged to the 
company the same shall be redeemed by said ])ersonal 
representative. 

The Board of Directors shall -hold stated meetings, at 
which the money in the treasury, if over two hundred 
dollars, shall be offered for loan in open meeting, at a 
rate not in conflict with the law of the State, and the 
stockholder who shall bid the highest premium (pay- 
able in regular weekly or monthly rates or installments) 
for the preference shall be entitled to receive a loan of 
two hundred dollars for each share held by such stock- 
holder ; provided, that a stockholder may borrow such 
fractional part of two hundred dollars as the by-laws 
may provide, and good security shall be given by the 
borrower to secure the repayment of the loan. 

In case the borrower shall neglect to offer security, or 
shall offer security that is not approved, 'the proposed 
borrower thus failing to give security shall be charged 
with one month's interest, and the money resold at the 
next stated meeting. 

In case of non-payment of installments or interest by 
borrowing members for the period of six months, pay- 
ment of principal and interest, without deducting the 
premium paid, or interest thereon, may be enforced by 
proceeding on their securities, according to the terms of 
the contract under which the same are pledged. 

The premium bid by borrowing stockholders for the 
preference or priority of loan may be paid in regular 
weekly or monthly installments, not as a part of the loan, 



^-41— 

not as interest, but as a means of determining which one 
of the shareholders shall receive the loan, whenever there 
are a number of stockholders who may simultaneously 
desire to effect a loan. Said corporation may purchase, 
at judicial, or execution, or Trustee's sale, any real estate 
mortgaged or conveyed to it to secure a debt, and said 
real estate or any other real estate, the corporation may 
be entitled to hold, the said corporation shall have the 
power to sell, convey, lease, or mortgage at pleasure. 
Said corporation may determine by an express provision 
of by-laws that when each share of stock reaches a cer- 
tain value, to be specified thereby, not exceeding two 
hundred dollars, the stockholders shall be paid such value 
for each share they respectively own, and that upon 
such payment the stock shall revert to the corporation. 

Married women may hold stock in said corporation 
free from the claims or debts of their husbands. No 
one person shall hold more than fifty shares. 

Sec. 2. Be it further enacted, That building associa- 
tions operating under any other form of charter may be Two-thirds 
permitted to be operated in accordance with the terms withdraw, 
of the foregoing charter after the adoption by a vote 
of the stockholders owning two-thirds of the stock of a 
resolution to that effect, and the procuring of a new char- 
ter containing the provision above set forth. Such stock- 
holders as do not favor the change may be permitted 
to withdraw on the terms set forth in the Act to which 
this is amendatory, for settlements between the corpora- 
tion and the personal representatives of deceased stock- 
holders. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That building and loan associa- Amendment, 
tions authorized and permitted to be incorporated un- 1393. ' 
der the provisions of Chapter 14*2 of the Acts of 1875, 
and Chapter 267 of the Acts of 1889, may be invested 
with the following powers, and subject to the following 
duties and restrictions, viz. : Said association may issue ^■°^' 
stock in different series, provided the par value of the 
shares shall not exceed two hundred dollars, and pro- 
vided no person shall own more than one hundred shares 
of stock of the par value of two hundred dollars. Said 
association may issue installment stock, to be paid for in 
periodical sums, and prepaid and paid-up stock, upon 
which a gross sum shall be paid in advance in cash, as 
may be prescribed by the by-laws, and cash dividends 
may be paid on the said stock, authorized to be issued, 
out of the net earnings, as the by-laws may prescribe, 



—42- 



Withdrawal. 



Loans. 



Branch offices. 



Application 
of Act. 



provided such dividends shall not exceed the per cent of 
profits earned. Every share of stock shall be liable for 
and subject to a lien for the satisfaction of any unpaid 
installments and other proper charges, such as fines, pre- 
miums, and interest on loans. Any stockholder whose 
stock is not pledged for a loan, shall be entitled to with- 
draw upon such conditions as may be prescribed in the 
by-laws, upon thirty days' written notice. The Board of 
Directors shall have the power to loan the funds of the 
association to its stockholders, either in open meeting 
or by action on written application and bids at a rate of 
interest not in conflict with the laws of the State, and 
the premium may be payable in installments or otherwise. 
The Board of Directors shall have the right, for suffi- 
cient reason, to reject any bid or application, but such 
action shall not be arbitrary. The Board of Directors 
shall have the power, should they elect to do so, to es- 
tablish or maintain by its officers or agents branch offices 
for the conduct of its business at as many places as may 
be desired. 

Sec. 2. Be it further enacted, That this Act shall not 
apply to any existing building or loan association or 
associations organized under Chapter 142, Acts of 1875, 
or Chapter 267, Acts of 1889 ; Provided, however, that 
any association heretofore incorporated and organized 
under Chapter 142 of the Acts of 1875, or Chapter 267 
of the Acts of 1889, may avail themselves of the benefits 
of this Act, and obtain the powers herein granted in the 
manner andform prescribed in Section 19 of Chapter 163 
of the Acts of 1883, brought into Milliken & Vertrees* 
compilation of the laws of Tennessee by Section 1695. 



Original Act. Sec. 15. Be it further enacted, That the form of a 
p vnbrok rs ^^^artcr for pledge and pawnbrokers' associations, shall 



be as follows 



Form of 
incorporation. 



" State of Tennessee — Charter of Incorporation. 

" Be it known, That (here insert the names of five or 
more persons not under twenty-one years of age) are 
hereby constituted a body politic and corporate by the 
name and style of (here insert the name of the corpora- 
tion). The general powers, provisions and restrictions 
applicable to said corporation are " (here insert all of 
Section 5, except the words " possess the power to dis- 
count notes or bills, deal in gold or silver coin or issue 
any evidence of debts as currency," the same being part 
of a sentence in the fifth paragraph of said section). 



—43— 

The said corporation shall have power to make loans General 
on pledges of any kind or nature ; to loan money on powers. 
bottomry and respondentia security, at marine interest; 
to deal in bullion, stocks and public securities ; to make 
loans on real estate, stocks and personal property, dis- 
count notes and acceptances, buy and sell bills of ex- 
change, receive money on deposit, and to use its capital 
and funds in any lawful manner, within the general scope 
of the purposes of its creation. 

The said corporation shall have power to lease, mort-^^^ 
gage, sell and convey, or to create any form of lien upon property, 
the property of said company, real, personal or mixed, 
by a vote of the general Board of Directors, two-thirds 
consenting thereto, by deed or any other instrument of 
writing, in due form of law, signed by the President or 
any other duly authorized officer. 

All the assets of said corporation, including the money, 
notes, bonds, mortgages, deeds of trust, and other se- 
curities, shall be under the control of the general Board 
of Directors, and in custody of the Treasurer or such 
other person or persons as the said Board may direct. 
Annually, during the month of January, the President to publish 
shall make out and publish, not less than three times, |J^^^^^^^^^ 
in a newspaper printed in the county where the principal 
office of the company is located, or if no newspaper is 
printed in that county, then in an adjoining or the near- 
est county where a newspaper is printed, a statement 
showing the amount of capital stock, what amount there 
has been paid in cash, the outstanding liabilities and the 
exact condition of the company. The making of a false paise 
statement, to be printed as aforesaid, shall render all per- gffg^JJ^of^' 
sons assenting thereto, individually liable to all persons 
dealing or trading with said company upon the faith of 
said fraudulent statement. 

Sec. 16. Be it further enacted, That the form of cor- Lg^^g*^^ 
poration for a levee company shall be as follows : companies. 

" State of Tennessee — Charter of Incorporation. 
*' Be it known. That (here insert the names of five or 
more persons above the age of twenty-one years), are Charter, 
hereby constituted a body politic, by the name and style 
of " (here insert the name of the corporation, the locality 
and probable length of the levee, the river, stream or 
lake along the banks of which the levee is to be con- 
structed). 



Rights and 

powers. 



May receive 
donations or 
subscriptions. 



County to 
approve pro- 
jected levees. 



The general powers, etc., of said corporation are (here 
insert the general powers, etc., as contained in Section 5). 

The corporation shall have the right, in pursuance; of 
the general law authorizing the condemnation of private 
property for works of internal iniprovements, as set forth 
in Sections 1325 to 1348, both inclusive, to appropriate 
as an easement the right of way, not exceeding two hun- 
dred feet over the land of any person through which the 
line or course of said levee may pass. (Said sections of 
the Code to be here literally copied and inserted.) 

The said corporation may receive donations or sub- 
scriptions for the purposes aforesaid, it being the intent 
of this Act to form an association and invest it with the 
necessary powers to prevent the submersion of lands 
along the banks of water courses. 

In order to secure a uniform and continuous system of 
levees, and to prevent partial reclamation of lands from 
overflow, throwing, by such partial levee, the waters ui:)on 
other lands or tracts, said corporation, when the line of 
levee has been fixed by the engineer, shall present the 
same with maps, etc., to the County Court of the county 
where the levee is located, and the same must be approved 
by said County Court, before the work is undertaken. 

The said corporation may receive in payment for stock 
at fair cash valuation, anv lands in said countv or State. 



Form of 
charter. 



Powers. 



oriRinai Act. Sec. 17. Bc it fuKtlicr oiGCfcd. That the form of a 
Savings and charter for a savings bank and bank for discount shall 
&T* be as follows: 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more corporators above the age of twenty-one years), 
are hereby constituted a body politic and corporate, by 
the name and style of " (here insert the name of the cor- 
poration). 

The general powers of said corporation are (here in- 
sert all of Section 5, except the words ** possess power 
to discount notes or bills, deal in gold or silver coin, or 
issue any evidence of debts as currency," the same be- 
ing part of a sentence in the fifth paragraph of said sec- 
tion. 

The said corporation shall receive from every person 
desiring to make the same, any deposit or deposits of 
money, and shall invest all moneys so received -in dis- 
counted paper, public stocks or other securities, at the 
discretion of the Directors, and in a manner deemed 
most beneficial for the interest of the depositors, so that 
the investment be pursuant to the by-laws, and also ac- 
cording to the provisions hereinafter mentioned. 



May receive 
deposits and 
make 
investments. 



—45— 

It shall be the duty of the Directors, once in every six 
months, to appoint from the members of said corporation 
three competent persons as a committee of examination, 
to investig^ate the affairs of said corporation, and make 
and publish a report thereof in one newspaper printed in 
the county where the institution is located ; and it shall be 
the duty of the Directors to declare a dividend of the^. ., . 

1 n r-i -• <•, -.1 Dividends. 

mterest and profits of said corporation, after paying the 
expenses, and the same to pay over to the depositors, or 
their legal representatives, within ten days thereafter, if 
demanded. 

Deposits may be made by femes covert, free from the Femes covert, 
claims of husbands or their creditors. 

When any deposit shall amount to fifty dollars, it may, 
at the option of the depositor, become stock in said in- 
stitution. 

The said corporation may deal in exchange, gold, sil- 
ver and bullion, buy 'and discount notes, and bills of ex- 
change, and do and perform all acts usually done and 
performed by banking institutions, except the power to 
issue notes, certificates or other paper, for the purpose 
of being used as a circulating medium, or which shall 
have a tendency to pass and be used as a circulating me- 
dium. 

The interest to be paid for special or general deposits , 
shall not exceed the interest allowed by general law or deposits, 
special contract, and deposits shall be received in any sum 
not less than two dollars. 

Sec. 18. Be it further enacted, That the form of aO"&i^i ^ct. 
charter for a hotel in a city or town, or at a mineral Hotel 
spring, or other watering place, shall be as follows : companies. 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more persons above the age of twenty-one years), are '^^^^*^^- 
hereby constituted a body politic and corporate, by the 
name and style of (here insert the name of the corpora- 
tion), for the purpose of erecting, furnishing and keep- 
ing a hotel for the entertainment of guests and invalids, 

at or near a mineral spring in ^'-e county of , or for 

the purpose of erecting or furi ishing a hotel in a town 
or city " (here describe the county and locality of the 
tract of land or lot upon which the hotel is already sit- 
uated or to be built, and also the metes and bounds of 
the tract of land belonging to the corporation). 

The general powers, etc., of said corporation are (here 
insert the powers, etc., as contained in Section 5). 

The County Court of the county aforesaid, may on the 



May borrow 
money. 



Liabilities of 
corporations, 
present and 
prospective. 



Original Act, 

Existing cor- 
porations to 
have benefits 
of this Act. 



application of the corporation aforesaid, appoint a peace 
officer to be deputed by the Sheriff if necessary, to re- 
side at said hotel, if the same is at a mineral sprin^^ or 
other watering place, with authority to prevent breaches 
of the peace, and to arrest all offenders against the law, 
the said company to be liable for any abuse of authority 
on the part of said person thus appointed. 

The stockholders of said corporation shall be indi- 
vidually liable for all moneys due to laborers, servants 
and clerks of said corporation. 

The said company is authorized to borrow money on 
mortgage, or issue coupon bonds bearing a legal rate of 
interest, for the purpose of erecting or repairing build- 
ings, furnishing the hotel, or improving the grounds of 
the company. 

If any dividends are declared when the companv is 
insolvent, the Directors declaring or accepting said div- 
idends, shall be individually liable for the amount thus 
illegally declared, to the creditors of said company. The 
general liabilities, rights and duties, touching hotel keep- 
ers and innkeepers, as declared by statute or common law, 
shall also apply to the liabilities, duties and rights of this 
corporation, and any change in the law, aft'ecting the 
rights and duties of hotel keepers and innkeepers, here- 
after made by the laws of this State, shall also operate 
upon the rights and liabilities of said company. 

Sec. 19. Be it furfJicr enacted, That any corporation 
heretofore chartered by an Act of the General Assembly, 
\Wiich may desire to change its name, increase its capital 
stock, or obtain any powers granted by this Act, shall 
have the right to do so, by the Board of Directors of said 
corporation copying said amendment, and making an ap- 
plication in these words : 

" We, the undersigned, comprising the Board of Di- 
rectors of (here insert the name of the corj^oration), 
apply to the State of Tennessee, by virtue of the general 
laws of the land, for an amendment to said charter of 
incorporation, for the purpose of investing said corpora- 
tion with the power (here state the clause in the general 
law aforesaid, which is desired as an amendment, or if 
it be simply to change the name, so state the fact). 

" Witness, our hands the day of .'' 

(To be signed by the Directors.) 

The same to be probated or acknowledged as provided 
by Section 15 of this Act, and the certificate of registra- 
tion given by the Secretary of State, under the Great 
Seal of the State, shall complete the amendment to said 
Act of incorporation, and the validity thereof shall not, 



—47— 

in any legal proceeding, be collaterally questioned, as in 
cases of application for original charter. 

Sec. 20. Be it further enacted, That the Secretary of original Act. 
State shall have published and bound with the Acts of 
each General Assembly, a certified list of all corpora- state to^ 
tions organized under this, or any subsequent Act of the conll?ations.°^ 
Legislature, since the last publication, giving the name 
and date of organization of each corporation, and such 
publication shall be legal evidence of the existence of 
such corporations. 

Sec. 21. Be it further enacted, That the following original Act. 
shall be the form of a charter for a printing and pub- pj-jj^^jj^g ^^^ 
lishins: company : publishing 

° ^ "^ companies. 

" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more persons not under twenty-one years of age), are ^^^^''*^''' 
hereby constituted a body politic and corporate, by the 
name and style of (here insert the name of the com- 
pany). 

" The general powers, etc., of said' corporation are " 
(here insert the powers, etc., as contained in Section 5)/^°^^"- 

The said company shall have the power to purchase 
types, presses, paper, etc., for the purpose of printing 
newspapers, books, pamphlets, etc., and in general to ex- 
ecute all orders for printing books, and the execution of 
all orders for job work, usually undertaken and per- 
formed in first-class printing and publishing associations. 

Any declaration of dividends when the company is 
insolvent, or any fraudulent mismanasfement of the as- Liability of 

- ' ^ ^. . , ,1 &, 1 T^- Directors and 

sets 01 the corporate aitairs, shall render the Directors stockholders, 
assenting thereto, individually liable to any creditor of 
said company, who may be thereby injured. 

The stockholders shall be individually liable to jour- 
neymen for wages, and also to all other servants and 
employees of said company. 

No debt or liability shall be contracted to an amount 
exceeding the capital stock of the company. 

Any creditor or stockholder shall have the right to in- 
spect the books of the company. 

Sec. 22. Be it further enacted. That the following original Act. 
shall be the form of charter for a transfer or omnibus Transfer and 
company: " ^^Z'^,,,, 



Form of 
charter. 



Powers. 



Liabilities. 



*' State of Tennessee — Charter of Incorporation. 

" Be it known, That (here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body poHtic and corporate, by the 
name and style of (here insert the name of the corpora- 
tion). 

" The general powers, etc., of said corporation are '' 
(here insert the powers, etc., as in Section 5). 

The said company is authorized to purchase omnibuses, 
carriages, horses, and run the same for conveyance of 
])assengers, and the transportation of goods, wares and 
merchandise, from one to another point in any city, or 
from one to another point in any county in the State, 
charging reasonable prices therefor, in the absence of 
any price to be fixed by the city or County Court. The 
line of stages or omnibuses to be subject in all respects 
to rules and regulations adopted by the municipal author- 
ities. 

The stockholders to be individually liable for all debts 
to servants and agents of the company ; and for any div- 
idends declared when the company is insolvent, or for 
any fraud perpetrated in the management of its affairs, 
all those assenting or privy thereto, whether Directors or 
stockholders, are to be individually liable to all persons 
thereby injured. 

No debt shall be contracted for an amount greater than 
the capital stock of the company. 

Any creditor or stockholder shall have a right to in- 
spect the books of the company. 

The general laws upon the subject of common carriers 
are applicable to the rights and duties of said company, 



Its officers and agents. 



Original Act. g^^^ 23. Bc it furthct' cuactcd, That the form of 
Immigration, charter for an immigration, real estate and labor asso- 

rpsl estate 

and labor ciatiou sliall be as follows : 

associations. 



Charter. 



Rights and 
powers. 



" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more persons not under the age of twenty-one years), are 
hereby constituted a body politic and corporate by the 
name and style of (here insert the name). 

" The general powers, etc., of said corporation are " 
(here insert the powers, etc., as contained in Section -5). 

The encouragement of immigration, by facilitating the 
negotiation of sales of real estate to immigrants, is the 
object for which this charter is granted. 



The said company is authorized to buy and sell real 
estate, either on commission or as owner ; to buy and sell ^n^re^Testefe. 
real estate; to purchase large tracts of land, and subdi- 
vide the same for purposes of sale ; to negotiate loans on 
real estate for other persons, or for the corporation ; to 
make contracts for furnishing labor to parties desiring 
the same, and generally to do all things as agent, acting 
between buyer and seller, as may have a tendency to in- 
troduce labor, capital, or population into the State, and 
to sell, rent, and exchange real estate on commission. 

Annually, during the month of January, a statement 
of the affairs of said company, showing the amount of ^SLt. 
the capital stock, the value of the land owned by the 
company, the liabilities thereof, the debts due to the com- 
pany, etc., shall be printed in a newspaper where the 
principal office of the company is located ; and for any 
false or fraudulent statement made by said Directors, 
whereby loss ensues to innocent parties dealing with ^1^.^^^^^^^^ 
the company, upon the faith of said false statement, the and liability 
Directors shall be individually liable ; and, also, if said 
company should, knowingly, practice any fraud or im- 
position in selling lands held or claimed by any defective 
title, purporting to be vested in said company, whereby 
loss ensues to an innocent purchaser, the parties know- 
ingly and willfullly practicing said fraud, whether the 
same be Directors or stockholders, shall be individually 
liable for the damages suffered by said innocent pur- 
chaser. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the fourth paragraph under ^^^f^^^\ 
Section 23 of Chapter 142 of the Acts of the General i89i. 
Assembly of 1875, which paragraph is incorporated in 
MilHken & Vertrees' Code as Section 1803, be and the 
same is hereby amended by adding thereto the following 
words : "And said company may take its own stock in 
payment for real estate, and cancel said stock, provided 
the debts of the company do not exceed 25 per cent of 
the value of its real estate remaining unsold." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Paragraph 4 of Section ^^^^^^^^^^'^ 
23 of Chapter 142 of the Acts of the General Assem- i887. 
bly of 1875, providing for the incorporation of immi- 
gration, real estate, and labor associations, be changed 
and amended, so as to read as follows : " The encour- 
agement of immigration, the locating, establishing, and 
building of towns and cities, the purchase, improvement, 
4 



—50— 

development, and sale of property, and the establish- 
ment and encouragement of industries, are the objects 
for which the charter is granted. 

Sec. 2. Be it further enacted, That every corporation 
heretofore organized under said Act may do for itself 
all things which said Act now authorizes it to do as 
agent. The right to amend or abolish charters granted 
under the provisions of this Act is hereby reserved to the 
Legislature of this State. 



Original Act. 

Charter. 



Sec. 24. Be it further enacted, That the following 
shall be the form of charter for a steamboat packet com- 
pany : 



Steamboat 

packet 

companies. 



Rights and 
privileges. 



Liabilities. 



" State of Tennessee — Charter of Incorporation. 

" Be it known. That (here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body politic and corporate, by the 
name and style of (here insert the name of the company). 

" The general powers, etc., of said corporation are " 
(here insert the powers, etc., as in Section 5). 

The said company is authorized to build or purchase 
steamboats, and ply the same from one to another town 
or city in this State, or beyond the limits of the State ; 
receive and carry freight and passengers ; issue bills of 
lading in the corporate name ; make all contracts for the 
purchase of supplies for said steamboat, or steamboats ; 
and in- general to do and perform all acts connected with 
the running of steamboats or packet lines. The stock- 
holders shall be individually liable for all debts due to 
the hands and other employees in the service of said com- 

The Directors are to be individually liable to creditors 
of the company, if dividends are declared when the com- 
pany is insolvent, or if there is any other fraud in the 
management of the affairs of said company. No debt 
shall be contracted by any officer or agent of the company, 
unless the assets on hand are deemed ample for its dis- 
charge. The general laws upon the subject of common 
carriers are applicable to the rights and duties of said cor- 
poration, its officers and agents. No debt or liability 
shall be contracted beyond the capital stock of the com- 
pany. In addition to the corporate liability, if any officer 
or agent of the company is guilty of gross negligence or 
recklessness, whereby injury occurs to any passenger, 
said passenger, or his administrator, in case death results 
from the injury, shall also have a further right of action 



—51— 

against said officer or agent guilty of gross negligence or 
recklessness, as aforesaid. 

Sec. 25. Be it further enacted, That the form of ^^"s^^"'! ^«* 
charter for a gas company shall be as follows : co^mpanies. 

" State of Tennessee — Charter of Incorporation. 

" Be it known, That (here insert the names of five or 
more persons not under twenty-one years of age), are Form of 
hereby constituted a body politic and corporate by the 
name and style of (here insert the name of the company). 

" The general powers, etc., of said corporation are " 
(here insert the general powers, etc., as declared in Sec- 
tion 5). 

The business of said company shall be to establish and 
construct gas works in or near the town, city, or village General 
of (here insert the name) ; and it shall be the duty of pnvnege^. 
said company to build, furnish, and equip a gas manu- 
factory of sufficient capacity to supply with gas the cor- 
porate authorities and inhabitants of said town, city, or 
village. 

To enable the company to establish such works, they 
are hereby authorized and empowered to lay down pipes 
and extend conductors through the streets, lanes, and al- 
leys of said town, city, or village, in such manner, how- 
ever, as to produce the least possible inconvenience to the 
town, city, or village, or its inhabitants, or to travelers, 
and to take up pavements and sidewalks ; Provided, they 
shall repair the same with the least possible delay. 

The said company shall have the privilege of erecting, 
establishing, and constructing gas works and manufactur- 
ing and vending gas in said town, city, or village, by 
means of public works, the said company being author- 
ized to charge a reasonable, price for said gas, not higher 
than the price allowed by 'existing charters to gas com- 
panies heretofore chartered in this State ; Provided, that 
said company shall never charge more than one cent per 
every cubic foot of gas used, as may be indicated by the 
gasmeter, or computed by the ordinary rules in such 
cases ; nor shall they ever charge the authorities of said 
town, city, or village more per cubic foot than they are 
getting at the same time from the people. 

The works and operations of said company shall be so 
constructed and managed that no annoyance shall accrue Restrictions, 
therefrom to the health and comfo;-t of the inhabitants of 
said town ; and nothing in this x\ct shall be so construed 
as to absolve the company, its officers or agents, from 



—52— 

any legal proceedings to restrain or abate any nuisance 
arising from such works or operations. 

If any person or persons shall injure or destroy any 
^luring portion of the gas fixtures, or other property belonging 

^n^shed*° ^^ ^^ ^^^^ Company, or shall willfully open a communication 
into the street or other gas pipes, or let on gas after it 
has been stopped by the company, such person or persons 
shall be liable for all damages sustained by such proceed- 
ing, and also to a penalty not exceeding five hundred 
dollars, upon conviction before any court having jurisdic- 
tion of the oflFense. 



Section 1. Be it enacted by the General Assembly of 
c™T7^?*Ac*ts ^^^^ State of Tennessee, That Section 25 of the Act 
1887- aforesaid, prescribing the form of charter for a gas 

company, be, and the same is hereby, so amended as to 
insert after the words, "Provided, they shall repair 
the same with the least possible delay," the following, 
viz.: "And provided, further, that no one of the streets 
or alleys of said city shall be entered upon or used by 
said company for laying pipes and conductors, or other- 
wise, until the consent of the municipal authorities shall 
have been first obtained, and an ordinance shall have 
been passed prescribing the terms on which the same 
may be done." 

Sec. 2. Be it furtJier enacted, That the amendment 
aforesaid be, and the same is hereby, inserted into and 
engrafted upon the charter of each and every gas com- 
pany heretofore incorporated under said Act. 



Section 1. Be it enacted by the General Assembly of 
Ch^it^Alis tf^^ State of Tennessee, That Section 25 of the Act 
18^9- aforesaid prescribing the form of charter for a gas 

company be and the same is hereby so amended as to 
confer upon all gas companies, whether organized un- 
der said Act or under prior Acts of the General Assem- 
bly of this State, the following additional rights and 
powers : Said companies shall have full power and au- 
thority to manufacture and vend gas, to be made from 
any and all of the substances or combination thereof 
from which inflammable is now or may hereafter be 
obtained. 

Sec. 2. Be it further enacted. That the amendment 
Amendment aforcsaid be and the same is hereby inserted into and 
charter. ^° ingrafted upon the charter of each and every gas com- 
pany heretofore incorporated under the laws of this 
State. 



—53— 
Sec. 26. Be it further enacted, That any five or more 

^1 r ^ 1. J • • ^ r Origmal Act. 

persons, over the age or twenty-one, desiring to torm 
corporations for any of the foregoing purposes, shall copy pe^^^iatLns 
the form of charter aforesaid adapted to the purpose, fill- as to 
ing the necessary blanks, and append to the same an ap- an??harters. 
plication in these words : *' We, the undersigned, apply to 
the State of Tennessee, by virtue of the laws of the land, 
for a charter of incorporation, for the purposes and with 
the powers declared in the foregoing instrument. Wit- 
ness our hands, the day of , 18 — ." (To be 

signed by the applicants.) 

The said instrument, when probated as hereinbefore 
enacted, with application, probates, etc., is to be regis- 
tered in the county where the principal office of the com- 
pany is situated, and also registered as aforesaid in the 
office of the Secretary of State, as required for corpora- 
tions for purposes not for individual profit, and a certifi- 
cate of registration given by the Secretary of State, under 
the Great Seal of the State, being given as aforesaid, 
shall, when registered in the Register's office of said 
county, with the facsimile of said seal as aforesaid, com- 
plete the formation of the company as a body politic ; and 
the validity of the same in any legal proceeding shall not 
be collaterally questioned. 

If the corporation establishes agencies in any other 
county or counties, the instrument must also be registered 
in said county. 

The fees for registration, probates, etc., shall be the 
same as authorized under the fourth section of this Act. ^^^^' 

Sec. 27. Be it further enacted, That the capital stock 
of any company, incorporated under this Act, shall be ^"s:mai Act. 
deemed and held liable to taxation ; and that the powers Capital stock 
conferred on any company or corporation in this Act 
shall be subject to repeal or amendment, at the pleasure 
of the Legislature ; Provided, this section shall not be 
construed to authorize the taxing of churches, schools, 
cemeteries, or any charitable institutions. 

Sec. 28. Be it further enacted. That an Act passed 
January 26, 1871, approved January 30, 1871, entitled ^"^'"^' ^^*- 
*'An Act to authorize the Chancery Courts in this State Repeals all 

1 r • -Mil A connictmg 

to grant letters oi incorporation ; and also an Act passed laws. 
the 22d day of 2^Iarch, 1873, approved the 25th day of 
March, 1873, entitled '*An Act to be entitled An Act to 
authorize the organization of corporations, and the grant- 
ing and issuing charters therefor ; " and also an Act 
passed March 14th, 1873, entitled "An Act to amend an 



—54— 

Act entitled An Act to authorize the Chancery Courts in 
this State to grant letters of incorporation," passed Jan- 
uary 26th, 1871, and all other Acts in conflict with this, 
be, and the same are hereby, repealed. 



Original Act. 

Validity of 
contracts of 
existing 
corporations. 



Sec. 29. Be it further enacted, That any obligation, 
contract, mortgage, trust deed, agreement in writing or 
otherwise, heretofore ir^ade and entered into by or with 
any association of persons, either as an actual or pre- 
tended corporation, or as individuals, who may, after the 
passage of this Act, become a body politic and corporate, 
under the provisions hereof, for the payment of money 
or the performance of any lawful act, sliall be binding 
upon such obligor or obligors, in favor of such body pol- 
itic and corporate, just as if such obligation, contract, 
mortgage, trust, or agreement, as the case may be, had 
been originally made and entered into by and with such 
body politic and corporate, when it was legalh' in exist- 
ence, under the provisions of this Act ; unless Jr>uch obligor 
or obligors will, within thirty days from the creation of 
such body politic and corporate, under the provisions of 
this Act, pay all moneys, discharge, and satisfy, and per- 
form acts and things required by such obligation, con- 
tract, mortgage, trust deed or agreement to be paid, done 
or performed; and any instrument or instruments evi- 
dencing such obligations, contract, mortgage, trust deed, 
or agreement reciuired by existing laws to be registered, 
whether registered before or after the passage of this Act, 
or the creation of such bodv politic and corporate, sliall 
be deemed, taken and considered as notice to the world, 
from the time of such registration, notwithstanding the 
fact it may have come into existence subsequent to the 
registration of such instrument or instruments. 



INDEPENDENT ACTS 
AND AMENDMENTS 



-57- 



CHAPTER LIV. 

AN ACT to promote the breeding, raising and development of 
blooded stock. 

Whereas, It has ever been regarded by the people of 
Tennessee, as consonant with a sound public policy, that ^^^^"^^^^* 
the breeding, raising, development and improvement of 
blooded stock should be fostered and encouraged, and as- 
sociations for this purpose have from time to time, in the 
past, been created, incorporated and relieved from taxa- 
tion by the Legislature of this and other States ; there- 
fore, 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That from and after the passage ^^^^JJ^^^f^o^^]^ 
of this Act, all associations or corporations which have exempt from 
for exclusive object the improvement and development 
of the blood stock of this State, shall be exempt from the 
privilege tax now fixed or that may hereafter be fixed by 
law. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 11, 1875. 

LEWIS BOND, 

Speaker of the House of Representatives. 

THOMAS H. PAINE, 
Speaker of the Senate. 



Approved March 15, 1875. 



JAMES D. PORTER, 

Governor. 



CHAPTER XXXI. 

AN ACT to declare the terms on which foreign corporations or- 
ganized for mining or manufacturing purposes may carry on 
their business, and purchase, hold and convey real and per- 
sonal property in this State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That corporations chartered or 
organized under the laws of other. States or countries, 
for the purpose of mining ores or coals, or of quarrying 
stones or minerals, of transporting the same, or erecting, 
purchasing or carrying on works for the manufacture of 
metals, or of any articles made of or from metal, timber. 



-58— 



Copy of 
charter 



cotton or wool, or of building dwelling houses for their 
workmen and others, or gas works, or waterworks, or 
other appliances designed for the promotion of health, 
good order, or general utility, in connection with such 
mines, manufactories and dwelling houses, may become 
incorporated in this State, and may carry on in this 
State the business authorized by their respective charters, 
or the articles under which they are or may be organized, 
and may enjoy the rights and to do the things therein 
specified, upon the terms and conditions, and in the man- 
ner and under the limitation herein declared. 

Sec. 2. Be it further enacted, That each and every 
corporation created or organized under or by virtue of 
any government other than that of this State, of the 
character named in the first section of this Act. desiring 
to carry on its business in this State, must first file in the 
oftice of the Secretary of State, a copy of its charter or 
articles of association, certified in the manner directed 
by law for the authentication of the statutes of the State 
or country under whose laws such corporation is char- 
tered or organized, and must cause an abstract of the 
same to be recorded in the office of the Register of each 
county in which such corporation proposes to carry on 
its business or to accjuire any lands. 

Sec. 3. Be it fiirtlier enacted, That such corporations 
shall be deemed and taken to be corporations of this 
State, and shall be subject to the jurisdictions of the 
courts of this State, and may sue and be sued therein in 
the mode and manner that is, or may be, by law directed 
in the case of corporations created or organized under 
the laws of this State. 

Sec. 4. Be it further enacted. That such corporations 
may purchase, acquire and hold real estate in fee or any 
other interest less than the fee, and personal property of 
every kind ; as they may deem necessary or suitable for 
the carrying on of the business specified in their said 
charters or articles of association, filed as aforesaid with 
the Secretary of State, and may sell, lease and convey 
such real estate as natural persons may do. And the 
State of Tennessee does hereby release its right of escheat 
by virtue of the alien origin of such corporations, or the 
alienage or non-residence of the shareholders of such cor- 
poration, or any of them. 

Sec. 5. Be it further enacted, That the corporations, 
Property liable and the property of. all corporations coming under the 
provisions of this Act, shall be Hable for all the debts, 
liabilities and engagements of the said corporations, to 
be enforced in the manner provided by law, for the ap- 
plication of the property of natural persons to the pay- 



May hold 
property like 
citizens. 



for debts. 



—59— 

ment of their debts, engagements and contracts. Never- 
theless creditors who may be residents of this State shall Resident 
have a priority in the distribution of assets, or subjection credkors have 
of the same, or any part thereof, to the payment of debts 
over all simple contract creditors, being residents of any 
other country or countries, and also over mortgages or 
judgment creditors, for all debts, engagements and con- 
tracts which were made or owing by the said corpora- 
tions previous to the filing and registration of such valid 
mortgages, or the rendition of such valid judgments. 
But all such mortgages and judgments shall be valid, and 
shall constitute a prior lien on the property on which 
they are or may be charged as against all debts which 
may be incurred subsequent to the date of their registra- 
tion or rendition. The said corporations shall be liable 
to taxation in all respects the same as natural persons '^^^*^°"- 
resident in this State, and the property of its citizens is 
or may be liable to taxation ; but to no higher taxation, 
nor to any other mode of valuation, for the purpose of 
taxation ; and the said corporations shall be entitled to 
all such exemptions from taxation which are now or may 
be hereafter granted to citizens or corporations for the 
purpose of encouraging manufactures in this State or 
otherwise. 

Sec. 6. Be it further enacted, That such of said corpo- 
rations as shall engage in the mining of coals, iron ore or ^^&^* °^ ^^^>'- 
other minerals, and in the manufacture of iron and other 
metals, shall have the right to construct and maintain 
roads, bridges, canals, tramways, telegraph lines and 
railroads between their mines and their places of manu- 
facture, and for the purposes of inlet or outlet to or from 
any railroad now or hereafter to be constructed, or to any 
river or, waterway at the point or place most convenient 
for its operation and its business, and for this purpose 
such a corporation may purchase or acquire the necessary 
rights of way by contract with the owner or owners of 
the said lands on which the right of way is desired. 

Sec. 7. Be it further enacted, That all corporations 
coming under the provisions of this Act, shall in good ^hirte?^to be 
faith and truly, within one year after filing with the Sec- filed in one 
retary of State the certified copy of the charter or articles ^^^'^' 
of association as hereinbefore provided, begin and pro- 
ceed with the business described in the said charter or 
articles of association so filed, and shall in good faith 
continue the same under the powers of said corporation 
in this said charter or 'articles of associations as in this 
Act declared ; it being a chief object of this Act to se- 
cure the opening and development of the mineral re- 



—60— 



Rights 
forfeited. 



Municipal 
powers. 



Liquor 
prohibited. 



sources of the State, and to facilitate the introduction of 
foreign capital, and upon the failure of any such corpo- 
ration to commence in good faith to develop and work 
some portion of its property within this State within 
one year after filing its said charter or articles of associa- 
tion in the office of the Secretary of State, all rights and 
privileges conferred by this Act shall lapse and become 
void and of no eflfect. 

Sec. 8. Be it further enacted, That any corporation 
obtaining and having the privileges of this Act, may 
establish towns, villages or settlements for the use and 
residence of its employees, and others, on any lands ac- 
quired by virtue of this Act, and until the ])opulation is 
sufficiently large for the formation of municipal corpora- 
tions in any of such towns or villages, may establish such 
regulations for the government thereof as shall not be 
inconsistent with the laws of this State ; and it shall not 
be lawful for any person or persons (except for medical 
uses as evidenced by the written order of some duly cer- 
tified medical practitioner), nor for any corporation, to 
distill, have, make, sell, barter, or give away, any spiritu- 
ous liquor or intoxicating drink of any kind, whether de- 
scribed as ** bitters," or by any other name that may be 
used to disguise its real nature, or to evade the provi- 
sions of this Act, upon any lands acquired by any corpo- 
ration under this Act. nor within a radius of five miles 
(except within the boundaries of an incorporated town), 
from any mine or quarry, or of any furnace, rolling mill, 
foundry or factory of any kind established or purchased 
by any corporation under this Act, so long as such mine, 
quarry, furnace, rolling mill, foundry or factory is actu- 
ally worked, or held for the purpose of being worked, 
or whilst under construction, and all the provisions and 
restrictions of Chapter 112 of the Acts of the Legisla- 
ture of Tennessee. 1871. passed 14th December, 1871, 
are hereby declared applicable to all corporations organ- 
ized under this Act ; and all persons violating any of the 
provisions of this section of this Act, shall be punished 
as declared in the said Act of 1871. 

Sec. 9. Be it further enacted, That if any such charter 
or articles of association, or any part thereof, filed as 
aforesaid in the office of the Secretary of State, should 
be in contravention or violation of the laws of this State, 
all such parts thereof as may be found to be in conflict 
with the laws of this State shall be null and void. 



—61— 

Sec. 10. Be it further enacted, That this law shall take 
effect from the date of its passage, the public welfare re- 
quiring it. 

Passed March 19, 1877. 

EDWIN T. TALIAFERRO, 
Speaker of the House of Representatives. 

HUGH M. McADOO, 

Speaker of the Senate. 

Approved March 21, 1877. 

JAMES D. PORTER, 

Governor. 

CHAPTER CXXIII. 

AN ACT to provide for the organization of corporations for 
brewing beer and ale and to amend an Act passed March 19, 
1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any three or more persons. Three or more 
over twenty-one years of age, shall have the privilege of memiSrs. 
obtaining a charter of incorporation for the purpose of 
brewing and manufacturing beer and ale. 

Sec. 2. Be it further enacted, That corporations created 
under the provisions of this Act, shall have the power to ^^J'^p^'j^yif g^l; 
construct and build breweries to be operated by steam or 
other power, and generally to put up any and all build- 
ings, shops and sheds necessary for carrying out the pur- 
poses of the corporation, including the right to vend and 
sell beer and ale, and also to purchase, own and hold real 
estate and other property sufficient for the business of the 
corporation, and shall also have all the powers, rights 
and privileges conferred on corporations by Section Five 
(5) of Chapter 142 of the Acts of 1875, entitled An Act 
to provide for the organization of corporations, approved 
March 23, 1875. 

Sec. 3. Be it further enacted, That corporations cre- 
ated under the provisions of this Act shall have a capital Capital stock, 
stock paid up, to be divided into shares of one hundred 
dollars each, of not less than five thousand dollars nor 
more than five hundred thousand dollars, and that such 
corporations may from time to time increase or diminish 
their capital stock to any amount within said limits. 

Sec. 4. Be it further enacted. That the form of a char- 
ter for a corporation under the provisions of this Act 
shall be as follows : 



—62— 



Form of 
charter. 



Application. 



Registration. 



Fees of 
Register and 
Secretary of 
State. 



State of Tennessee — Charter of Incorporation. 

Be it known, that (here insert names of three or more 
persons who desire to be incorporated) are hereby consti- 
tuted a body poHtic and corporate by the name and style 
of (here insert the name) for the purpose of brewing 
beer and ale, within the meaning and purview of an Act 
of the General Assembly of the State of Tennessee, enti- 
tled "An Act to provide for the organization of a corpo- 
ration for brewing beer and ale." 

Sec. 5. Be it furtJier enacted. That to said charter shall 
be appended an application in these words : " We, the 
undersigned, apply to the State of Tennessee by virtue of 
the laws of the land, for the foregoing charter of incor- 
poration. Witness our hands, the day of ." 

That said application shall be signed by three or more 
corporators and acknowledged by them before the Clerk 
of the Coi'inty Court, and that the charter with the appli- 
cation and certificate of acknowledgment thereof, shall 
be registered in the Register's office of the county where 
the main business of the corporation is to be conducted ; 
the fact of registration is to be endorsed on said instru- 
ment by the Register, which shall then be transmitted 
to the Secretary of State, who shall coi:)y the same in his 
book kept for that jnirpose, with the probate of acknowl- 
edgment and certificate of Register. The Secretary of 
State shall certify in the original instrument that the 
same has been registered in his ofiice, to which certificate 
shall be affixed the Great Seal of the State, whereupon 
the formation of the corporation is declared complete, 
and the validity of the same shall not be impeached in 
any collateral proceeding. 

Sec. 6. Be it further enacted, That for their services 
the Register and Secretary of State shall each receive 
three dollars, and the Clerk the same fees as for a pro- 
bate or acknowledgment of a deed. 

Passed March 23, 1877. 



EDWIN T. TALIAFERRO, 
Speaker of the House of Representatives. 

HUGH M. McADOO, 

Speaker of the Senate. 



Approved :\Iarch 26, 1877. 

JAS. D. PORTER, 



Governor. 



-63— 

CHAPTER CIV. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization -of corporations," approved March 23, 1875, and 
grant charter to water companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the form of charter for ^.^^l^^^^ 
water company shall be as follows :" State of Tennes- 
see — Charter of Incorporation. Be it known, that (here 
insert the names of five or more persons not under 
twenty-one years of age) are hereby constituted a body 
politic and corporate by the name and style of (here in- 
sert the name of the company). The general forms, etc., 
of said corporation are (here insert the general powers, 
etc., as directed in Section 5, Act March 23, 1875). The 
business of said company shall be to establish and con- 
struct waterworks in or near the town, city or village of 
(herein insert the name), and it shall be the duty of said 
company to build, furnish and equip waterworks of sufili- ^^*^^^°''^^' 
cient capacity to furnish the corporate authorities and 
inhabitants of said town, city or village with water. To 
enable the company to establish such works, they are 
hereby authorized and empowered to lay down pipes {^y*p°pe*s^ *° 
through the streets, lanes and alleys of said town, city or 
village in such manner, however, as to produce the least 
possible inconvenience to the town, city or village, or its 
inhabitants, or to travelers, and to take up pavements 
and sidewalks : Provided, they shall repair the same with 
the least possible delay. 

The company shall have power, and are hereby au- 
thorized, to bring into the said town, city or village a 
sufficient supply of water by means of pipes or tanks, or 
in any other way, and to construct reservoirs for the re 
ception thereof, and to supply with water the inhabitants 
of said town, city or village, and the environs thereof, and 
all who may be along the line of said companies' pipes, 
and of erecting hydrants or fire-plugs within the said 
town, city or village, and to contract with said inhabitants Hydrants, etc. 
and with the corporate authorities of said town, city or 
village, or any incorporated companies, for the use of said 
water, and charge such price for the same as may be 
agreed upon between said company and said parties, and^^^J^^^^ ^°^ 
consumers shall be subject to all such reasonable rules and 
regulations respecting the use and waste of said water 
as the directors of said company may from time to time 
prescribe. The works and operations of said company 
shall be so constructed and managed that no annoyance ^^°''^^' 
shall accrue therefrom to the health and comfort of the 



Penalty for 
injury to 
pipes, etc. 



Using water 

without 

license. 



Penalties for 
injury to the 
water. 



Leave of 
corporation. 



inhabitants of said town, city or village, and nothing in 
this Act shall be so construed as to absolve the company, 
its officers or agents, from any legal proceedings to re- 
strain or abate any nuisance arising from such water- 
works or operations. 

If any person or persons shall injure or destroy any 
portion of the water pipes or other property belonging 
to said company, or shall willfully open a communica- 
tion into the street or other water pipes, or let on water 
after it has been stopped by the company, such person 
or persons shall be liable for all damages sustained by 
such proceeding, and also a penalty not exceeding five 
hundred dollars, upon conviction before a court having 
jurisdiction of the offense. If any person or persons 
shall take or use any of the water of said company for 
domestic or other purposes, without having previously 
contracted for the same with the officers of said com- 
pany, such person or persons shall forfeit and pay to 
the said company the sum of fifty dollars, to be recov- 
ered before any Justice of the Peace in the same man- 
ner as other debts are collected by law : Provided, that 
nothing herein contained shall be construed to compel 
the inhabitants of said town, city or village to use the 
water so introduced by said company, or to prevent 
them from using water obtained in any other way. If 
any person or persons shall willfully corrupt or permit 
anything to run into or fall into any stream or reservoir 
from which the said company shall take water to be in- 
troduced into said town, city or village, which shall cor- 
rupt the same, or to render it unpalatable, unwholesome 
or unfit for domestic or manufacturing use, or for the 
supplying of stationary or locomotive engines, or shall 
bathe in any dam or reservoir, lead or enter any animal 
into the same, on being convicted thereof before any 
Justice of the Peace of the civil district in which said 
water is situated, shall pay a fine of not less than ten nor 
more than fifty dollars, one-half to the use of the in- 
former, the other half to the use of said company, and 
shall moreover remain liable to said company for all 
damages. 

Sec. 2. Be it further enacted, That such charter shall 
not be granted until after leave to operate under the same 
shall have been first had and obtained from the corporate 
authorities of the city, town or village in which it is pro- 
posed to operate such waterworks, and such leave shall 
be certified by the l^layor or Recorder upon the applica- 
tion, and registered with it. And this Act is in no way 
to interfere with or impair the police or general powers 



—65— 

of the corporate authorities of such city, town or village, 
and such corporate authorities shall have power by ordi- 
nance to regulate the price of water supplied by such 
company. 

Sec. 3. Be it further enacted, That said Act approved 
March 23, 1875, be and the same is hereby further 
amended, so that all corporations shall have obtained, or Merchandizing 
that may hereafter obtain charters under Section 11 of po^g^g"'"^ 
said Act of 1875, shall in addition to the powers speci- 
fied in said Act, also have power to raise, buy, sell and 
deal in agricultural products, operate flouring and other 
mills, and deal in merchandise. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

EDWIN T. TALIAFERRO, 
Speaker of the House of Representatives. 

HUGH N. McADOO, 

Speaker of the Senate. 

Approved March 27, 1877. 

JAS. D. PORTER, 



Governor. 



CHAPTER CLIV. 



AN ACT to provide for the organization of corporations for 
the purpose of constructing sewers and drains, and to amend 
an Act passed March 19, 1875, entitled, "An Act to provide 
for the organization of corporations." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That charters may be granted to 
any association of individuals for sewerage and drainage 
purposes. 

Sec. 2. Be it further enacted, That Section Five of 
an Act passed March 19, 1875, approved March 23, 1875, 
entitled, "An Act to provide for the organization of cor- 
porations," shall apply to, and govern all corporations, 
chartered and organized under this Act, in the same 
manner, that it now applies to and governs corporations 
chartered for purposes of individual profit, under said 
Act of March 19, 1875. ' 

Sec. 3. Be it further enacted, That the form of char- 
ter for a sewer and drainage company, shall be as fol- 
lows : 

" State of Tennessee — Charter of Incorporation : Be 
it known that (here insert the names of fi.ve or more 
persons not under twenty-one years of agej are hereby 
5 



—6&~ 

constituted a body politic and corporate by the name and 
style of (here insert the name of the company). The 
general powers, etc., of said corporation are as declared 
in Section Five of the said Act, passed March 19, 1875, 
approved March 23, 1875, entitled, "An Act to provide 
for the organization of corporations. The business of 
said company shall be to build, establish and construct 
sewers and drains in or near the town, city, v^illage or 
taxing district, of (here insert the name). To enable 
the company to establish such sewers and drains, they 
are hereby authorized and empowered to lay down and 
construct sewer pipes or ways .and drains, and extend 
conductors through the streets, lands and alleys of said 
town, city, village or taxing district, in sucli manner how- 
ever, as to produce the least possible mconvenience to the 
town, city, village or taxing district or its inhabitants, and 
to take up pavements and sidewalks ; provided, they shall 
repair the same with the least possible delay, and in the 
manner provided by the ordinances and regulations of 
said town, city, village or taxing district. The works 
and operations of said company shall be so constructed 
and managed that no unnecessary annoyance shall accrue 
thereupon to the health and comfort of the inhabitants of 
said town ; and nothing in this Act shall be so construed 
as to absolve the company, its officers or agents, from 
any legal proceedings; to restrain or abate any nuisance 
arising from such works or operations. If any person 
or persons shall injure or destroy any portion of the 
sewers, pipes, ways or drains, or other property, belong- 
ing to said company, or shall willfully open a commu- 
nication into the same or the conductors thereto, such 
person or persons shall be liable for all damages sus- 
tained by such proceedings and also to a penalty, not 
exceeding five hundred dollars and not less than three 
hundred dollars, upon conviction before any justice of 
the peace of the county, where said company is located. 

Sec. 4. Be it further enacted, That the charter of the 
companies, provided for by this Act, shall be obtained in 
the manner pointed out by Section 26, of an Act passed 
March 19, 1875, approved March 23, 1875, entitled, "An 
Act to provide for the organization of corporations," 
which said Section 26, is hereby made applicable to all 
corporations authorized to be organized under this Act. 

Sec. 5. Be it furtJier enacted, That this Act shall not 
be so construed as conferring upon any company or cor- 
poration organized under it, any rights or privileges 
which shall in any way or manner, impair or embarrass 
the right of any town, city, village or taxing district, in 



—67— 

or near which said company or companies, may be lo- 
cated, to construct and estabHsh a general system of se^v- 
erage for the benefit of the whole of said town, city, 
village or taxing district. 

Sec. 6. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 19, 1879. 

H. P. FOWLKES, 
Speaker of the House of Representatives. 

J. R. NEAL, 

Speaker of the Senate. 

Approved ^larch 26, 1879. 

ALBERT S. MARKS, 
Governor. 



CHAPTER LXXXIX. 
AN ACT for the relief of educational institutions. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Trustees, Directors or 
Managers in any college, seminary, academy or any other 
incorporated institutions of learning in this State, are 
hereby authorized to change the name of such college, 
seminary, academy or other institution of learning, by a 
majority vote, and upon such change being made, the 
institution under its new name, shall continue incorpo- 
rated w^th all the privileges and powers conferred upon 
such institution by statute under its former name and the 
title together, with such powers and privileges as pertain 
to institutions of like name and title as that to which it 
is changed. 

Sec. 2. Be it further enacted, That the Trustees, Di- 
rectors or Managers, of any such institution appointed 
by the County Court of any county in this State, be and 
they are hereby authorized and empowered, to sell or 
dispose of any part of such property as may be necessary, 
in order to improve the property unsold, and to better 
carry out the purposes for which such institution was 
designated ; Provided, that no such sale shall be deemed 
valid, or have any effect unless such sale shall be reported 
to the County Court of the county wherein such sale is 
made and confirmed at a quarterly term of said Court in 



—6S— 

all cases where the county has any interest in the prop- 
erty. 

Sec. 3. Be it fiirtJicr enacted, That in case any sale 
contemplated as provided for in this Act, and such fact 
reported to the County Court of any county in this State, 
by existing parties. Directors or Managers, or at the 
option of said Court without such report, the Countv 
Court or Chairman thereof, may appoint such additional 
Trustees, Directors or Managers not exceeding 10, as 
they may deem necessary to protect the interest of the 
county in such property and management thereof, or to 
promote the interest of such institution. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed :\Iarch 26, 1879. 

H. P. FOW'LKES, 
Speaker of tJie House of Representatives. 

J. R. NEAL. 

Speaker of the Senate. 



Approved :March 27, 1879. 



ALBERT S. :\IARKS, 
Governor. 



CHAPTER XVI. 



Form of 
charter for 
theatre or 
opera house. 



AN ACT to amend an Act entitled An Act to provide for the 
organization of corporations. 

Section 1. Be it enacted by tJie General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
1875, entitled An Act to provide for the organization of 

corporations, approved , 1875, be and the same is 

hereby amended so as to embrace theatres and opera 
houses. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for a theatre or opera house company shall be as fol- 
lows : Be it known that (here insert the names of five 
or more persons above the age of twenty-one years), are 
hereby constituted a body politic and corporate, by the 
name and style of (here insert the name of the corpora- 
tion), for the purpose of erecting or furnishing a building 
for the use and occupation as an opera house or theatre 
(in the town of, city of, as the case may be), the name of 
which is to be here inserted, together with a description 
of the metes and bounds of the lot upon which the build- 
ing is already situated or to be built. The general pow- 



—69— 

ers of said corporation are (here insert the powers as 

contained in Section 5 of the Act of 1875, Chapter 142). 

Sec. 3. Be it further enacted, That this Act take effect 

from and after its passage, the public welfare requiring it. 

Passed March 19, 1881. 

GEO. H. MORGAN, 
Speaker of the Senate. 

H. B. RAMSEY, 
Speaker of the House of Representatives. 

Approved March 21, 1881. 

ALVIN HAWKINS, 

Governor. 

CHAPTER CXI. 

AN ACT to amend the Act of March 19, 1877, Chapter 31, enti- 
tled An Act to declare the terms on which foreign corpora- 
tions organized for running of manufacturing purposes, may 
carry on their business and purchase, hold, and convey real 
and personal property in this State, and to extend its provi- 
sions and encourage the introduction of labor, capital, and 
population in this State. 

Section 1. Be it enacted by- the General Assembly of 
the State of Tennessee, That any foreign corporation or privileges of 
association now organized for the purpose and engaged in cor^o^j."tions 
introducing labor, capital, and an agricultural population extended, 
into this State, which has or may have its charter regis- 
tered as required by the — section of the Act of March 
19, 1877, Chapter 31, and which may have heretofore pur- 
chased or contracted for any lands in good faith within 
this State, or shall do so^ for the purpose of having the 
same settled or occupied in good faith by bona fide agri- 
cultural, herdsmen or mechanics, shall hold the same 
for the purposes aforesaid as a foreign corporation, free 
from all claim or right or escheat on the part of the State, 
and shall have all the privileges, benefits, and rights con- 
ferred by the said Act of March 19, 1877, Chapter 31, 
subject, however, to all the duties, liabilities, and restric- 
tions in said Act contained, and subject to the laws of the 
State ; Provided, that nothing in this Act shall be so con- 
strued as to allow any company or companies organized 
or operating under the provisions of this or any other 
Act, to claim the benefits or relief herein provided for, Property to be 
or to purchase and hold lands or property under the pro- actual °?e«ie-°*^ 
visions of this Act, except for actual settlement or mining pent or min- 
purposes, and that a settlement shall be made thereon, or '"^ p"''P°*es- 
work begun for the development of said lands or mines 



—70— 

within two years from the date of purchase and transfer 
of such lands, mines or property to said company or com- 
panies. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 

Passed April 4. 1881. 

H. B. RA^ISEY, 

• Speaker of the House of Represeutatizrs. 

GEO. H. ^rORGAN, 

Speaker of tJie Senate. 



Approved April 5. 1881 



ALVIX HAWKIXS. 

Goz'ernor. 



CHAPTER VII. 

AN ACT entitled An Act to amend an Act entitled "An Act 'to 
provide for the organization of corporations," passed March 
19. 1875. and approved March 23. 1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts 
of the Thirty-ninth General Assembly, passed ]\Iarch 19, 
1875, approved ^larch 23, 1875, be so amended as to read 
that the following shall be the form of charter for man- 
ufacturing brick, tile, gas retorts, or any other articles 
of use to be manufactured from clay or earth ; also for 
the purpose of manufacturing starch, glue, bone dust, 
powder, and in general the carrying on any business that 
comes within the definition of a manufacturing enter- 
prise : 

State of Tennessee — Charter of Incorporation. 

Be it known. That by virtue of the general laws of the 
land (here copy the names of the five or more corpo- 
rators not under twenty-one years of age) are hereby 
constituted a body politic and corporate, by the name and 
style (here set forth the name of the corporation and 
the nature of the business). The general powers, etc., 
of the corporation are (here set forth the general pow- 
ers, etc., as contained in Section 5, Chapter 142, of the 
Acts of the Thirty-ninth General Assembly, passed March 
19,^1875, approved March 23, 1875). 

Sec. 2. Be it further enacted, That any corporation 
chartered under this Act, or the Act of 1875, of which 
this is amendatory, shall have the right to purchase, use 



—71— 

or dispose of such patent rights as may be necessary or 
useful in its business in as full and ample a manner as 
is now allowed by law to individuals. The said corpo- 
ration shall have the power to take and hold all such 
real estate as may be mortgaged to it or conveyed in trust 
to secure any debt due to the corporation arising from a 
sale and purchase of its territorial right under its let- 
ters patent, and the said corporation shall have the power 
to purchase any such real estate at any sale thereof, and 
the same to hold, sell, or otherwise dispose of as the 
said corporation may deem expedient. Annually, during 
the month of January, the President shall make, and the 
Secretary shall spread upon the minutes a statement at- 
tested by two or more of the Directors, showing the 
amount of the capital stock and the existing liabilities 
and a list of the stockholders. No loan of money shall 
be made at any timq to any stockholder thereof, nor to 
any one else, but a dividend must be declared whenever 
there is an amount sufficient in the hands of the Treas- 
urer to pay four per cent on the capital stock, and any 
such loan or failure to declare and pay the dividend, 
shall render the Directors assenting thereto individually 
liable for the amount thereof : this liabihty to extend in 
favor of innocent stockholders as well as creditors. If 
the indebtedness of said company shall at any time ex- 
ceed the capital stock paid in, the Directors assenting 
thereto, shall be individually liable to the creditors for 
said excess. 

Sec. 3. Be it further enacted, That any manufactur- 
ing company hereafter or heretofore incorporated may 
receive the assignment of any patent in payment of any 
stock subscribed to the amount of the value of said patent, 
as agreed on by the subscriber and the corporation. 

Sec. 4. Be it further enacted, That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed December 21, 1881. 

GEO. H. MORGAN, 
Speaker of the Senate. 

H. B. RAMSEY, 
Speaker of the House of Representatives. 



Approved December 24, 1881. 



ALVIN HAWKINS, 

Governor. 



-72- 



CHAPTER XXII. 



Charters for 
salvage. 



Act of 1875. 
governs. 



Form of 
charter. 



AN ACT to provide for the organization of corporations for 
the purpose of saving or wrecking vessels, cargo, and other 
property in distress, on the navigable waters of the United 
States ; to carry on a general salvage and wrecking business, 
and to amend an Act passed March 19, 1875, entitled 'An Act 
to provide for the organization of corporations." * 

Section 1. Be if enacted by the General Assembly of 
the State of Tennessee, That charters may be granted to 
any association of individuals for the general business of 
wrecking, salvage and relief of vessels and other prop- 
erty in distress or peril in navigable waters. 

Sec. 2. Be it further enacted, That Section 5 of an 
Act passed March 19, 1875, approved March 23, 1875, 
entitled "An Act to provide for the organization of cor- 
porations," shall apply to and govern all corporations 
chartered and organized under this Act in the same man- 
ner that it now ap})lies to and governs corporate charters 
for juirposes of individual profit under said Act of ^March 
19, 1875. 

Sec. 3. Be it further enacted, That the form of charter 
for such wrecking and salvage company shall be as fol- 
lows : "State of Tennessee, Charter of Incorporation. 
Be it known that (here set out names of incorporators) 
are hereby constituted a body politic and corporate, by 
the name and style of (here set out name), the general 
powers, privileges, etc., of said corporation are, as de- 
clared in Section 5 of said Act, passed March 19, 1875, 
approved March 23, 1875, entitled "An Act to provide 
for the organization of corporations." The said com- 
pany is authorized to engage in the wrecking, raising, 
saving, repairing, aiding and relieving of steamboats and 
all other water crafts, including freight and appurte- 
nances belonging to the same, and in rendering the like 
service to all kinds of property which may be in peril or 
need, on or in the navigable waters of the United States,- 
and in general to engage in the business of salvage and 
wrecking in all of its departments on said waters, and 
for that purpose said company is empowered to purchase, 
charter, build, repair, or otherwise secure wrecking boats, 
barges, floats, driving, wrecking and salving machinery 
and appurtenances convenient, useful or necessary in the 
promotion of said business, also to purchase, lease, or 
otherwise acquire such real estate, and all other prop- 
erty, real and personal, as may be necessary for and apply 
to said business ; also to make all kinds of contracts for 
the raising, wrecking, saving, towing and repairing of 
all kinds of vessels and property relieved from marine 



—7Z— 

peril, all contracts for necessary transportation of sup- 
plies, material and personal, and to do all things else 
needful or convenient for the business of said company. 

Sec. 4. Be it further enacted, That the stockholders 
shall be held jointly and severally liable individually to ^tlfdJhoide^/s. 
the laborers, servants, clerks and operatives of the com- 
pany for all moneys due and owing- them, in case the 
corporation becomes insolvent ; the indebtedness of said 
company shall not at any time exceed its capital stock, 
and any Director or stockholder assenting to the creation 
of such indebtedness shall be individually liable to the 
contractors for such excess ; no dividend shall be de- 
clared and paid when the company is insolvent, or when 
the payment of such dividend will impair the capital 
stock of said company, and any Director voting for such 
dividend shall be jointly and severally liable to the cred- 
itors of said company for the amount of the dividend 
thus declared ; any Director may avoid liability by vot- 
ing against the dividend, or by filing his objections in 
writing as soon as he ascertains the dividend has been 
made : Provided, said Director refuses to receive such 
dividend. 

Sec. 5. Be it further enacted, That the charter of the 
company provided for by this Act shall be obtained in ^uf ^JfJ|'^°^ 
the same manner pointed out by Section 26 of an Act 
passed March 19, 1875, entitled An Act to provide for 
the organization of corporations, which Section 26 is 
hereby made applicable to all corporations authorized to 
organize under this Act. 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 1, 1883. 

W. L. LEDGERWOOD, 

Speaker of the House of Representatives. 

B. F. ALEXANDER, 

Speaker of the Senate. 

Approved March 8, 1883. 

WM. B. BATE, 

Governor, 



—74— 
CHAPTER XXXIX. 



Charter, how 
obtained. 



Form of 
charter. 



AN ACT to amend the Act of :March 19, 1875, entitled "An Act 
to provide for the organization of corporations," so as to 
provide by general law for the organization of jockey chib 
companies. 

Section 1. Be if enacted. That jockey club companies 
may hereafter be organized in this State, and that char- 
ters of incorporation may be granted to such companies 
for purposes of individual profit, in the maimer and upon 
compliance by the corporators with the provision of Sec- 
tion 26 of the said Act of ]\Iarch 19, 1875. 

Sec. 2. Be it further enacted, That the provision of 
Section 5 of said Act of March 19, 1875, shall apply to, 
and govern all corporations organized imder this Act, 
and the said Act of which this is an amendment. 

Sec. 3. Be it furtJier oiacted, That the form of a char- 
ter for a jockey club company shall be as follows : State 
of Tennessee, Charter of Incorporation. Be it known 
that (here insert the name of the five or more corpora- 
tors), are hereby constituted a body politic and corpo- 
rate, under the name of (here insert the name of the 
corporation). The general powers of said corporation 
are (here insert the general powers as in Section 5 of 
the said Act of March 19, 1875). The said company 
also has power to purchase or lease and keep a race 
track and grounds for training and rimning horses, and 
for games of polo, baseball, cricket and other such ex- 
hibitions, with power to oflfer and pay purses for compe- 
tition in running, trotting or pacing races, and in other 
competitions and exhibitions of quality of blood or 
speed, whether for racing or otherwise. To adopt rules 
and regulations for the government of its race meetings 
and other exhibitions, to fix and charge admission fees 
to its grounds, and charges for entry of horses, and to 
make all other proper rtiles and regulations for the main- 
tenance of order, and to enforce the same. The said 
corporators shall, within a convenient time after the final 
registration of this charter, elect from their number a 
President and Secretary and Treasurer (the latter not 
necessarily to be stockholders, and with the optit)n to 
combine the two into one), said President and the other 
corporators to constitute the first Board of Directors. 
The said board may fix the amount of the capital stock of 
the company, and the number of shares in which the 
same may be divided, and under their direction stock 
subscription books may be opened, and when the amount 
of stock fixed by said board shall have been subscribed. 



—75— 

the said President and board shall call a stockholders' 
meeting, of which ten days' notice, personal or by ad- 
vertisement shall be given, at which meeting business 
pertinent to a stockholders' meeting can be transacted. 
The Board of Directors may, at any time, increase the 
capital stock of the company, if in their judgment the 
interests of the corporation require such increase. The 
stock of said company is to be deemed personal prop- 
erty. 

Sec. 4. Be it further enacted, That this Act take effect 
from its passage, the public welfare requiring it. 

Passed March 8, 1883. 

B. F. ALEXANDER, 

Speaker of the Senate. 

W. L. LEDGERWOOD, 
Speaker of the House of Representatives. 

Approved March 12, 1883. 

WM. B. BATE, 

Governor. 



CHAPTER CLXIIL 

AN ACT to permit incorporated companies chartered by the 
Chancery Courts, or under Acts of 1875, approved March 23, 
1875, to amend their charters in the manner provided by law 
for amending charters of incorporations granted by the Leg- 
islature. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any persons organized as 
a corporation under a charter granted by a Chancery 
Court of this State, or under the Acts of 1875, Chapter 
142, approved March 23, 1875, who may desipe to, to 
change the name of such corporation, increase its capi- 
tal stock, or obtain any power granted by the Act en- 
titled An Act to provide for the organization of corpo- 
rations, approved March 23, 1875, shall have the right to 
do so under and in the manner provided by Section 19 
of said Act, which provides for the amendment of char- 
ters granted by the Legislature, and with the like effect 
as therein provided : Provided, that this Act shall in no 
way apply to or affect corporations where suits have al- 
ready been brought to declare their charters void, and 
shall have no effect on any kind of litigation or suits 
now pending against such corporation, for any purpose. 



Sec. 2. Be if fiirther enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed March 23, 1883. 

B. F. ALEXANDER, 

Speaker of the Senate. 

W. L. LEDGERWOOD, 
Speaker of the House of Representatives. 

Approved :\Iarch 27, 1883. 

W^I. B. BATE, 



Governor. 



CHAPTER CLXMTT. 



Form of 
charter. 



General 
powers. 



A BILL to be entitled An Act to amend an Act entitled "An Act 
to provide for the orpanization of corporations," passed the 
19th day of March. 1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the following shall be the 
form of charter for the organization of banks, the said 
banks to be invested with authority, if the banking com- 
pany or corporation so chooses to couple with tlie ordi- 
nary business of banking, a safe deposit and trust com- 
pany : 

State of Tennessee. Charter of Incorporation. 
Be it knoivn. That (here insert the name of five or more 
persons not under the age of twenty-one years applying 
for the charter) are hereby constituted a body politic 
and corporate by the name and style of (here insert the 
corporate name) for the purpose of organizing a bank; 
the said corporation hereby organized as a bank being 
invested with authority, if the corporation so chooses, to 
couple Vvith the ordinary business of banking a safe- 
deposit trust company. The general powers of the cor- 
poration hereby created are, to sue and be sued by the 
corporate name, to have and use a common seal, which 
it may alter at pleasure, and if no common seal, then 
the signature of the name of the corporation by any duly 
authorized officer shall be legal and binding, to purchase 
and hold real estate necessary for the transaction of cor- 
porate business, and also to purchase and accept any 
real estate in payment, or in part payment of any debt 
due to the corporation, and to sell realty for corporation 
purposes, to establish by-law^s, and make all rules and 
regulations not inconsistent with the laws and constitu- 



—77— . 

tion, deemed expedient for the management of corporate 
affairs, and to appoint such subordinate officers and 
agents, in addition to president, vice-president, cashier ^"bordinate 
and teller, as the business of the corporation may re- 
quire, designate the name of the office, and fix the com- 
pensation of the officers. The following provisions and 
restrictions are coupled with said grant of powers : A 
failure to elect officers at the proper time shall not dis- 
solve the corporation, but those in office shall hold until 
the election or appointment and qualification of their 
successors. The term of all officers may be fixed by the 
by-laws of the corporation, not however to exceed two 
years. The corporation may by by-laws make regula- 
tions concerning the subscription and transfer of stock, Provisions and 
fix upon the amount of capital to be invested, increase 
the same at any time if deemed advisable, divide the 
same into shares, fix the time required for payment 
thereof by the subscribers for stock, the amount to be 
called for at any one time, and in case of the failure of 
any stockholder to pay the amount thus subscribed by 
him at the time, and in the amounts thus called, a right 
of action shall exist in the corporation to sue said de- 
faulting stockholder for the same, and there shall also 
be a lien on any installments of stock which have paid, 
or any balance unpaid, on the amount of subscription 
of stock. The Board of Directors may consist of five or 
more Directors, at the option of the corporation, to be ^i^^^^^''^- 
elected either in person or by proxy, by a majority of 
the votes cast, each share representing one vote. A full 
and true record of all the proceedings of Directors shall Books, 
be kept, and an annual statement of the condition of 
its affairs shall be transcribed on the minutes, subject 
at all times to the inspection of any stockholder. The 
books of the corporation shall show the original and 
subsequent stockholders, their respective interests, the 
amount which has been paid on the shares subscribed, 
the transfer of stock, by and to whom made, and also 
all other transactions in which it is presumed a stock- 
holder or creditor may have an interest. The amount 
of any unpaid stock due from a subscriber to the corpo- unpaid stock. 
ration shall be a fund for the payment of any debts due 
from the corporation, nor shall any transfer of stock by 
any subscriber relieve him from payment, unless his 
transferree has paid up all or any balance due on said 
original subscription. The right is reserved to repeal, 
annul or modify this charter. If it is repealed, or if 
the amendment or amendments proposed being not Amendments, 
merely auxiliary, but fundamental, is or are rejected by 



-7dr- 



Claims of 
creditors. 



Rights and 
powers. 



Bailee. 



Trusts. 



a vote of the stockholders, at a meeting called for that 
purpose, representing more than half the stock, the cor- 
poration shall continue to exist for the purpose of wind- 
ing up its affairs, but not to enter upon any new busi- 
ness. If the amendments or modifications, being fun- 
damental, are accepted by a majority as aforesaid, any 
minor, married woman, or other person under disability, 
or any stockholder not agreeing to the acceptance of 
said modification, shall cease to be a stockholder, and 
the corporation shall be liable to pay said withdraw- 
ing stockholders the value of his .stock, whatever that 
may be : Provided, that the claims of all creditors are 
to be paid in preference to any withdrawing stock- 
holder. A majority of the Board of Directors shall con- 
stitute a quorum to transact business and elect or ap- 
point all officers. The first Board of Directors shall 
consist of the five or more corporators, but after the is- 
suance of the charter the number of Directors may be 
by them, at any time, increased or diminished. The 
said corporation shall be invested with the right and 
power to receive money on deposit, allowing therefor to 
the depositor, if the corporation chooses so to contract, 
interest at a rate not exceeding three per cent per an- 
num, to discount promissory notes, bills of exchange or 
other evidences of debt, buy and sell the same, deal in 
gold, silver, bullion, bonds, stocks or other securities 
generally, advance money upon a pledge or mortgage of 
real or personal estate, and sell the same, and have and 
possess all other rights which appertain and belong to a 
banking institution, except the power to issue notes for 
the purpose of currency, which power is hereby with- 
held : Provided, that nothing herein contained shall be 
construed to authorize the carrying on the business of 
pawnbroker coupled with said privileges as a bank. The 
corporation shall have power to take and receive on 
deposit, specially as bailee, any jewelry, plate, money, 
specie, securities, valuable papers, or other valuables of 
any kind, and upon a consideration to be agreed upon 
by the parties to guarantee the safety preservation and 
redelivery of the same, and also said corporation shall 
have the power to guaranty the payment of bonds and 
mortgages owned by other persons, or to guaranty titles 
to real estate for a consideration to be agreed on by the 
parties. 

The said corporation shall have the right and power 
to accept and execute all trusts of every name and kind 
which may, with its consent, be imposed upon it by any 
person or corporation, whether the trust be that of guar- 



—79— 

dian, executor, trustee, the committee of an estate of a 
non compos mentis, or any other trust ; the said corpora- 
tion being hereby invested with the power to act in such 
fiduciary capacity as fully as if the corporation were a 
person in being. The said corporation shall have the 
right to construct a vault on its real estate, or to rent any Vatiit. 
vault already constructed or to be constructed, which in 
the judgment of the Directors will provide reasonable 
means of safety against loss by theft, fire or other cause, 
in which vault may be fixed or placed safes, boxes or 
receptacles, for the keeping of jewelry, diamonds, gold, 
bank notes, bonds, notes, and other valuables, which 
boxes, safes or receptacles, may be rented by the cor- 
poration to other persons or corporations on such terms 
as may be agreed by the parties, but it is understood 
that in no event shall the corporation be liable for any 
loss of said jewelry, diamonds, gold, bank notes, bonds, 
notes or other valuables thus lost by theft, robbery, fire, i^'s^g^jjj*^j.[°fj^g_ 
or other cause, the said corporation not being the in- 
surer of the safety of said property, nor in any manner 
liable therefor. The corporation is not required to take 
any note of property thus deposited, as the person who 
rents a safe, box or receptacle, is for the termi of his 
lease the owner thereof. Each stockholder shall be lia- 
ble for the amount of stock subscribed by him, and after V^^^l^^^i'i^^ 

• 1 1 1 r 1 1- 1 1 Stockholder. 

the same has been paid, he shall not thereafter be liable 

for any debts or liabilities of the corporation, except as 

now provided by general statutes regulating liabilities 

of corporations and stockholders therein. Every six 

months the President and Cashier shall publish in a statement of 

newspaper, printed in the county where the office is 

situated, a statement of the condition and affairs of the 

company. 

Sec. 2. Be it further enacted, That the mode and man- 
ner for organizing the corporation aforesaid, shall be 
similar to the mode and manner provided for the organ- 
ization of corporations under the said Act of Assembly, 
passed March 19, 1875, entitled "An Act to provide for 
the organization of corporations." 

Passed March 23, 1883. 

B. F. ALEXANDER, 

Speaker of the Senate. 

W. L. LEDGERWOOD, 

Speaker of the House of Representatives. 

Approved March 28, 1883. 

WAI. B. BATE, 

Governor. 



—80— 
CHAPTER CCXVI. 

AN ACT to amend an Act to provide for the organization of 
corporations so as to provide for the organization of compa- 
nies to furnish abstracts of real estate titles. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 5 of Chapter 142 of 
the Acts of 1875, page 237, be and the same is hereby 
amended so as to authorize the organization of compa- 
nies to furnish abstracts of real estate titles. 

Sec. 2. Be it further enacted, That the form of the 
charter for companies to furnish abstracts of real estate 
titles shall be as follows: Be it known that (here insert 
the names of five or more persons above the age of 
twenty-one years) are hereby constituted a body politic 
and corporate, by the name and style of (here insert 
the name of the corporation), for the jnirpose of making 
and furnishing abstracts of title to real estate. The gen- 
eral powers of said corporation are (here insert said pow- 
ers), as contained in Section 5 of Chapter 142 Acts of 
1875. 

Sec. 3. Be it further enacted. That this Act shall take 
effect from and after its passage, the public w^elfare re- 
quiring it. 



Passed .March 29, 1883. 



B. F. ALEXANDER, 

Speaker of the Senate. 



W. L. LEDGERWOOD, 

Speaker of tJie House of Representatives. 

Approved March 29, 1883. 

WM. B. BATE, 

Governo' 

CHAPTER CCXXXII. 

A BILL to be entitled An Act to amend an Act entitled An Act 
to provide for the organization of corporations, passed March 
19, 1875 (Acts of 1875, Chapter 142). 

Section 1. Be it enacted by the General Assembly of 
State of Tennessee, That Chapter 142 of the Acts of 1875, 
entitled, An Act to provide for the organization of cor- 
porations, approved March 23, 1875, be and the same is 
hereby amended so as to embrace electric light compa- 
nies, electric light and power companies, telephone com- 
panies, telegraph and power companies. 



—si- 
Sec. 2. Be it further enacted, That the charter for any 
of >the above companies shall be as follows : 

Be it known that (here insert the names of five or 
more persons above the age of twenty-one years) are 
hereby- constituted a body politic and corporate, by the 
name and style (here insert the name of the corporation), 
for the purpose of manufacturing electric light, or for 
the purpose of manufacturing electric light motive 
power, electrotyping, etc., or for the purpose of manu- 
facturing electricity for telephoning purposes, etc., (state 
fully the objects of the company, whether one or more 
of the above purposes). The general powers of said 
corporation are (here insert the powers as contained in 
Section (5) Five of the Act of 1875, Chapter 142. 

Sec. 3. Be it further enacted, That all companies of 
the character designated in this Act, or similar ones now 
incorporated in substantial compliance with this Act or 
the Act of 1875 aforesaid, shall be and are hereby de- 
clared to be legal corporations ; and it shall be lawful 
for telephone and electric light companies now or here- 
after incorporated to consolidate into one corporation, 
or partially consolidate or co-operate in such manner as 
the respective corporations may determine, with the con- 
currence of the stockholders of each, in full meeting as- 
sembled : But it is provided, that all rights and privi- 
leges conferred by this Act shall be subject to revoca- 
tion and repeal. 

Sec. 4. Be it further enacted. That, the public welfare 
requiring it, this Act take effect from and after its pas- 
sage. 

Passed IMarch 29, 1883. 

B. F. ALEXANDER, 

Speaker of the Senate. 

W. L. LEDGERWOOD, 
Speaker of the House of Representatives. 

Approved March 29, 1883. 

WM. B. BATE, 

Governor. 



—82— 

CHAPTER CCXLIX. 

AN ACT to amend the Acts of 1875, Chapter 142, entitled "An 
Act to provide for the organization of corporations." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Acts of 1875, Chapter 
142, entitled "An Act to provide for the organization of 
corporations," be so amended that charters may be 
granted in the mode and manner pointed out in said 
Act for the following purposes, to-wit : To purchase, 
hold and own overflowed lands on any water course in 
the State, for the purpose of reclaiming said lands by 
making levees, embankments, or by other means of pro- 
tecting said lands from overflow. The form of the char- 
ter shall be as required in said Act of 1875. 

Sec. 2. Be it further enacted, That any corporation 
created under this Act shall have full power, not only to 
purchase and hold such overflowed lands, but to pur- 
chase, hold and use animals, machinery, materials, etc., 
for building levees, or by other means protecting the 
overflowed lands from such overflow. 

Sec. 3. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed IMarch 30, 1883. 

W. L. LEDGERWOOp, 
Speaker of the House of Representatives. 

B. F. ALEXANDER, 

Speaker of the Senate. 

Approved March 30, 1883. 

\\\M. B. BATE, 

Governor. 



CHAPTER CCLIV. 

AN ACT to amend Sections 7, 9, 10, 11 and 14 of an Act enti- 
tled An Act to amend Section 7 of an Act passed March 19, 
1875, entitled 'An Act to provide for the organization of cor- 
porations," and also to amend said Act so as to provide for 
the organization of mutual marine insurance companies, and 
to amend Section 5 of said Act so as to provide for the organ- 
ization of stock yards and packing companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Sections 7, 9, 10, 11 and 14 
of the Act entitled as in the caption hereof, being Sec- 



—83— . 

tions 7, 9, 10, 11 and 14 of Chapter 126 of Acts of 1881, 
approved April 6, 1881, be so amended as to permit any 
of the persons who have signed and dehvered their writ- 
ten obHgations to the guaranty fund of the corporation 
authorized by said Act, to retire and be reheved from 
their said obHgation ; Provided, that before any such per- 
son or persons shall be relieved and discharged from said 
guaranty, and other person or persons shall enter into an 
obligation similar to the original obligation, said substi- 
tuted guarantor or guarantors shall be in every way ac- 
ceptable to the Board of Trustees of the company of 
which he or they may ofifer to become guarantor or guar- 
antors, and the consent of said board to the substitution 
be obtained. 

Sec. 2. Be it further enacted, That when any person or 
persons shall be thus substituted as guarantors, and the ^g^"°^^5^^" 
consent of said board obtained thereto, said obligation registry, 
of guaranty shall be acknowledged before the Clerk of 
the County Court of the county in which the company is 
located, and the same, together with the action of the 
Board of Trustees, shall be registered in the office of the 
Register of said county. 

Sec. 3. Be it further enacted. That when said obli- 
gation of guaranty shall have been thus acknowledged ^^^^^^^• 
and registered, the guarantor or guarantors desiring to 
retire and be relieved, shall be relieved from all liability 
upon the guaranty accruing subsequent to the acknowl- 
edgment and registry of said substituted obligation, and 
the substituted guarantor or guarantors shall be and be- 
come liable for all subsequent losses and damages, and 
entitled to all the benefits of said Act in as full a manner > 
as though he or they had originally signed the obligation 
of guaranty. 

Sec. 4. Be it further enacted. That the discharge of 
one or more of the guarantors, under the provisions of 
this Act, shall in no wise impair the liability of the re- 
maining guarantors, but all such guarantors shall be and 
remain liable upon this obligation in as full manner as 
though no substitution had been made. 

Sec. 5. Be it further enacted. That at any time any 
substituted guarantor may be relieved and another guar- Repeated 
antor substituted in his stead, upon such steps being '"^'*'*"*'°°'" 
taken as are required by this Act in cases of first sub- 
stitution, and no substitution shall impair the obliga- 
tions of the remaining guarantors. 

Sec. 6. Be it further enacted. That at any time any 
guarantor shall have the right to redeem the amount of Redemption by 
his guaranty by substituting another person or persons ^^ ^ ^ " ^" 



-84- 



Death of 
guarantor. 



Prel 



iminanes. 



Redemption 
of surplus. 



who are willing to assume a portion of his obligation : 
Provided, said proposed guarantor or guarantors shall be 
acceptable to the Board of Trustees, and its consent ob- 
tained thereto, which substituted guaranty shall be ac- 
knowledged, and it and the consent thereon registered as 
required in Section 3 of this Act, and said redemption 
and substitution shall in no wise impair the obligation 
of the other guarantors. 

Sec. 7. Be it further enacted, That should any guar- 
antor die, then the Board of Trustees shall have the 
power to substitute another guarantor or guarantors in 
the room of such deceased guarantor, which substituted 
guarantor shall sign and acknowledge the proper obli- 
gation of guaranty, which, together with the action of 
said board, shall be registered as provided in Section 3 
of this Act, and the estate of the deceased guarantor 
shall thereafter cease to be liable for the subsequent 
loss and damages and shall not thereafter be entitled 
to any further benefits of said Act, and such substitu- 
tion shall in no wise impair the obligation of the other 
guarantors. 

Sec. 8. Be it furtJicr enacted. That before this Act shall 
apply to any corporation already organized under the 
Act which this is intended to amend, the Board of Trus- 
tees of such corporation shall adopt it as a part of their 
charter, which Act shall be signed and acknowledged 
by the Trustees, and registered as now required in cases 
of amendment of charter. 

Sec. 9. Be it further enacted. That should any com- 
pany, already organized under the Act which this is in- 
tended to amend, have a guaranty fund exceeding one 
hundred thousand dollars ; said company may by vote 
of its Board of Trustees redeem its guaranty fund and 
allow any guarantor or guarantors to retire therefrom 
and be released from their guaranty ; or allow any guar- 
antor or guarantors to redeem the amount of his or their 
guaranty : Provided, that the guaranty fund of said 
company shall at no time be less than said sum of one 
hundred thousand dollars, and such retirement and re- 
lease of reduction, by said guarantor or guarantors, shall 
in no wise effect the liability of the remaining guarantors, 
but they shall remain liable as fully as though no such 
action had been had. 



—85— 

Sec. 10. Be it further enacted, That this Act take ef- 
fect from and after its passage, the pubHc welfare re- 
quiring it. 

Passed March 30, 1883. 

W. L. LEDGERWOOp, 
Speaker of the House of Representatives. 

B. F. ALEXANDER, 

Speaker of the Senate. 

Approved March 30, 1883. 

WM. B. BATE, 

Governor. 

CHAPTER 78. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, and ap- 
proved March 23, 1875, being Chapter 142 of the Acts of 1875, 
so as to provide by general law for the organization of com- 
panies or corporations to purchase, own, improve, use, occupy, 
rent, lease and enjoy real estate, not exceeding in amount or 
size a lot or parcel of ground one hundred and fifty feet 
square, and convey the same. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act passed March 19, 
1875, and approved March 23, 1875, entitled "An Act to 
provide for the organization of corporations," being 
Chapter 142 of the Acts of the General Assembly of 1875, 
be, and the same is hereby so amended as to authorize 
and provide for the organization and chartering of com- 
panies or corporations to purchase, own, improve, use, 
occupy, rent, lease and enjoy real estate for individual 
profit, and to sell or otherwise convey the same ; Pro- 
vided, that no corporation created by or organized- under 
this Act shall own at any one time a greater amount of 
real estate than a lot or parcel of ground one hundred 
and fifty feet square. 

Sec. 2. Be it further enacted. That the form of a 
charter for a company for the purpose of purchasing, 
owning, using, improving, enjoying, renting and convey- 
ing real estate for individual profit shall be as follows : 

State of Tennessee. Charter of Incorporation. 

Be it known. That (here insert the names of five or more 
persons, not under twenty-one years of age, applying 
for the charter), are hereby constituted a body politic 
and corporate by the name and style of (here insert 



name), for the purpose of purchasing, owning, improv- 
ing, using, occupying, renting, leasing, enjoying and 
conveying real estate, not exceeding in amount or size a 
lot or parcel of ground one hundred and fifty feet square. 
The general powers of said corporation are as follows : 
(here insert the general powers as contained in Section 
(5) Five of said Act of Assembly passed ]\Iarch 19, 1875, 
Chapter 142 of the Acts of 1875, on pages 236. 237 and 
238 of said Acts, entitled An Act to provide for the or- 
ganization of corporations). 

Sec. 3. Be it further enacted, That all corporations or- 
ganized under this Act shall also have power to purchase, 
own and convey all such machinery, materials and other 
personal property as may be pertinent, useful and neces- 
sary to the use, occupation and enjoyment of the real 
estate, buildings and improvements owned by them. 

Sec. 4. Be it furtJier enacted, That the charter of com- 
panies provided for by this Act shall be obtained in the 
manner pointed out by Section 26 of said Act, passed 
March 19, 1875, and approved ]\Iarch 23, 1875, entitled 
An Act to provide for the organization of corporations, 
being Chapter 142 of Acts of 1875, which said Section 26 
is hereby made applicable to all corporations authorized 
to be organized under this Act. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed ^larch 28, 1885. 

J. A. :\IAXSON, 
Speaker of tJie House of Representatives. 

C. R. BERRY, 

Speaker of the Senate. 



Approved April 2, 1885. 



WM. B. BATE, 

Governor. 



CHAPTER 4. 
AN ACT to amend Section 1900 of Milliken & Vertrees' Code. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 1900 of IMilliken 
& Vertrees' Code, which, is viz. : " The said five or more 
corporators, shall within a convenient time after the reg- 
istration of the charter in the office of the Secretary of 
State, elect from their number a President, and Secre- 
tary, and Treasurer, or the last two officers may be com- 
bined into one, and shall not necessarilv be stockholders. 



—87— 

said President and other corporators to constitute the 
first Board of Directors," be, and the same is hereby, 
amended so as to read as follows, to wit : " The said five 
or more corporators, a majority of whom may act, shall 
within a convenient time after the registration of the 
charter in the office of the Secretary of State, elect from 
their number a President, and Secretary, and Treasurer, 
or the last two officers may be combined into one, and 
shall not necessarily be stockholders, said President and 
other corporators to constitute the first Board of Direc- 
tors. 

Sec. 2. Be it further enacted, That this Act shall go 
into effect from and after its passage, the public welfare 
requiring it. 

Passed February 14th, 1887. 

Z. W. EWING, 

Speaker of the Senate. 

W. L. CLAPP, 

Speaker of the House of Representatives. 

Approved February 15th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



CHAPTER 16. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19th, 1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
1875, entitled "An Act to provide for the organization 
of corporations, passed March 19th, 1875, be, and the 
same is hereby, amended so as to authorize the incorpo- 
ration of companies for building and operating inclined 
cable railroads or cog railroads for ascending mountain 
heights, with a maximum grade of not less than one 
thousand feet per mile, by stationary steam power, or 
water power, or locomotive power. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for an inclined cable railroad or cog railroad com- 
pany for ascending mountain heights, with a maximum 
grade of not less than one thousand feet per mile, by 
stationary steam power, or water power, or locomotive 
power shall be as follows : 



SSr- 



Form of 
charter. 



General 
powers. 



STATE OF TENNESSEE CHARTER OF INCORPORATION. 

Be if known, That [here insert the names of five or 
more citizens, not under the age of twenty-one years, 
applying for the charter] are hereby constituted a body 
politic and corporate, by the name and style of [here 
insert the name], for the purpose of constructing and 
operating an incline cable road or cog railroad from 

, in the countv of , to . in the county 

of . 



Provisions and 
restrictions. 



The general ])owers of said corporation are : 

1. To sue and be sued by its corporate name. 

2. To have and own a common seal, which it may 
alter at pleasure; if no common seal, then the signing 
of the name of the corporation by any duly authorized 
officer shall be legal and binding. 

3. To purchase and hold, or receive, by gift in addi- 
tion to the personal property owned by said corporation, 
any real estate necessary for the transaction of the 
corporate business, and also purchase or accept any 
real estate in payment or part payment of any debt due 
to the corporation, and sell the said realty for corpora- 
tion purposes. 

4. To establish by-laws, and make all rules and regu- 
lations, not inconsistent with the laws and colistitution, 
deemed expedient for the management of corporate af- 
fairs. 

5. To appoint such subordinate officers and agents in 
addition to the President and Treasurer, or Secretary, 
as the business of the corporation may require. 

6. To designate the name of the office and fix the 
compensation of the officers. 

The following provisions and restrictions are coupled 
with said grant of power : 

1. A failure to elect officers at the proper time does 
not dissolve the corporation, but those in office hold un- 
til the election, or appointment, and qualification, of their 
successors. 

2. The term of all officers may be fixed by the by-laws 
of the corporation ; the same, however, not to exceed 
two years. 

3. The corporation may by by-laws make regulations 
concerning the subscription for, or transfer of stock, fix 
upon the amount of capital to be invested in the enter- 
prise; the division of the same into shares, the time re- 
quired for payment thereof by the subscribers for stock. 
the amount to be called at any one time ; and in case of 
failure of any stockholder to pay the amount thus sub- 
scribed by him at the time and in the amounts thus called, 



—89— 

a right of action shall exist in the corporation to sue said 
defaulting stockholder for the same. 

The Board of Directors, which may consist of five or 
more members, at the option of the corporation, to be 
elected either in person or by proxy, by a majority of the 
votes cast, each share representing one vote, shall keep a 
full and true record of all their proceedings, and an an- 
nual statement of receipts and disbursements shall be 
copied on the minutes, subject at all times to the inspec- 
tion of any stockholder. 

The books of the corporation shall show the original 
or subsequent stockholders, their respective interests ; the 
amount which has been paid on the shares subscribed ; 
the transfer of stock by, and to whom made ; also other 
transactions in which it is presumed a stockholder or 
creditor may have an interest. 

The amount of surplus stock due from a subscriber to 
the corporation shall be a fund for the payment of any surplus stock. 
debts due from the corporation, nor shall the transfer 
of stock by any subscriber relieve him from payment, 
unless his transferee has paid up all or any of the bal- 
ance due on said original subscription. 

By no implication or construction shall the corpora- 
tion be deemed to possess any powers, except those here- Powers 

- - . ^ -^ .^, . , . , - ^ , possessed. 

by expressly given, or necessarily implied irom the nature 
of the business for which the charter is granted, and by 
no inference, whatever, shall said corporation possess the 
power to discount notes or bills, deal in gold or silver 
coin, issue any evidence of debt as^urrency, buy and sell 
any agricultural products, deal in merchandise or engage 
in any business outside of the purpose of the charter. 

The right is reserved to repeal, annul, or modify this 
charter ' Right to repeal 

Lliai LCI . or modify 

If it is repealed, or if the amendments proposed being ^ ^^*^^' 
not merely auxiliary, but fundamental, are rejected by a 
vote representing more than half of the stock, the corpo- 
ration shall continue to exist for the purpose of winding 
up its affairs, but not to enter upon any new business. 

If the amendments or modifications being fundamen- 
tal, are accepted by the corporation as aforesaid, in a 
general meeting to be called for that purpose, any minor, 
married woman, or any person under disability, or any 
stockholder not agreeing to the acceptance of the modi- 
fication, shall cease to be a stockholder, and the corpora- 
tion shall be liable to pay said withdrawing stockholders 
the par value of their stock, if it is worth so much ; if 
not, then so much as may be its real value in the market 
on the day of withdrawal of said stockholders as afore- 



-90— 



Quorum. 



Right to con- 
demn private 

property. 



said ; Provided, that the claims of all creditors are to be 
paid in preference to said withdrawing stockholders. 

A majority of the Board of Directors shall constitute 
a quorum, and shall fill all vacancies until the next elec- 
tion. 

The first Board of Directors shall consist of the five 
First Board of or morc corporators who shall apply for and obtain the 
charter. The said corporation may have the right to 
borrow money and issue notes or bonds upon the faith of 
the corporate property, and also to execute a mortgage, 
or mortgages, as further security for repayment of money 
thus borrowed. 

The said corporation shall have the rights, in pursu- 
ance of the general laws authorizing the condemnation 
of private property to works of internal improvement, 
as set forth in Sections 1325 to 1348 in the Code, both 
inclusive, to appropriate as an easement the right of way, 
not exceeding one hundred feet, over the land of any per- 
son through which the line of the track may be located. 
[Said sections of the Code to be here literally copied and 
inserted.] 

The corporation is authorized to adoi)t such gauge as 
they may prefer. 

The charge for transportation shall be not exceeding 
eight cents per hundred pounds on heavy articles, and 
three cents per cubic foot on articles of measurement, 
per mile, and at the same rate for each fraction of a mile, 
and not exceeding fifty cents per mile for each passenger, 
and at the same rate for each fraction of a mile, with 
power to make special contracts with shippers and pas- 
sengers on their roads in regard to rate of freight, and 
so as not to exceed the amounts herein designated. 

The line or track of the road shall be so constructed 
as not to interfere with the convenient travel of the pub- 
lic along the highways, county roads, streets, and alleys 
of cities, towns, and villages, and so as to allow carts, 
wagons, carriages, and other vehicles conveniently and 
safely to pass over or under the line of track, and so as 
not to interrupt traveling on foot or horseback, or in 
vehicles of any kind from the necessary and proper use 
of the public road, street, or alley, in the usual and 
proper mode for their convenience. Boards, well sup- 
ported by posts or otherwise, shall be placed and con- 
stantly kept across each public road when the same is 
crossed on the same level by the track of the railway, 
the boards to be elevated so as not to obstruct travel, and 
on each side of said board there shall be printed in large 
letters, easily to be seen by the traveler, the words " Rail- 



Charge for 

transportation 



Signboards 
across public 
roads. 



—91— 

road Crossing — Look Out for the Cars." Said boards 
need not be put up at the crossing of streets and alleys 
in cities, towns or villages, but such inclined cable rail- 
road company shall be subject to such proper regulations 
made by the municipal authorities, in pursuance of gen- 
eral municipal powers, regulating speed, passage, and 
flagmen in such municipalities, and at crossings, and 
where there are sidings and switchings, the whistle shall 
always be blown at a distance of not less than two hun- 
dred and fifty yards from every crossing of a public road. 
Where land on both sides of the track is owned by the 
same proprietor, convenient crossings shall be made and 
kept up at the expense of the corporation for the use of 
said proprietor, and all necessary cow gaps made. 

The Board of Directors shall fix regulations for the 
running of trains, for the transportation of passengers ^^/^Jj^^j^j^g 
and property, and shall furnish sufficient accommoda- trains, 
tion for their safe, comfortable, and convenient transpor- 
tation, and shall take, transport, and discharge such pas- 
sengers and property at, from, and to such places, on 
the due payment of freight, tolls, and fare legally author- 
ized to be charged therefor, and in case of the refusal 
of said corporation, their officers, or agents, to take and 
transport any passenger or property, or to deliver the 
same, or either of them, at the regular and appointed 
time, such corporation shall pay to the party aggrieved 
all damages thereby suffered, with cost of suit. If any 
passenger refuse to pay his toll or fare the conductor may 
put him off the cars at any station or convenient point 
where such passenger can step on land. 

The corporation shall make no contract giving any 
person a preference in the speedy shipment of freight. 

The said five or more corporators shall, within a con- 
venient time after the registration of the charter in the offSers" °^ 
office of the Secretary of State, elect from their number a 
President, and Secretary, and Treasurer, or the last two 
officers may be combined into one, and shall not necessa- 
rily be stockholders ; said President and the other corpora- 
tors to constitute the first Board of Directors. 

The Board of Directors may fix the amount of the 
capital stock of the company, and the number of shares ^^p^*^^ ^*°^^- 
into which the same may be divided, and under their di- 
rection subscription books may be opened to obtain stock, 
and all other persons having an equal right with said 
original incorporators to subscribe for stock, until the 
full amount of said capital stock is subscribed; when a 
sufficient amount of stock is subscribed, notice — personal, 
or by advertisement in a newspaper — where the principal 



—92— 

office of the corporation is to be kept, is to be given of 
the time and place for the election of officers. 

The result of the elections to be determined by the 
majority of the votes cast, each share to represent one 
vote. 

The Board of Directors may at any time increase the 
capital stock, if the necessities of the corporation, in their 
estimation, require said increase. 

The company, by its officers and agents, may enter 
upon the lands of private persons for the purpose of 
making surveys, estimates, and location of route. 

The stock is to be impressed with the character of 
personal security. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 22d, 1887. 

Z. W. EWING, 

Speaker of the Senate. 

\\\ L. CLAPP, 

Speaker of the House of Representatives. 



Approved :\Iarch 21st, 1887. 



ROBT. L. TAYLOR, 

Gover)ior. 



CHAPTER 139. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19th, 1875, being 
Chapter 142 of the Acts of 1875, so as to provide for the or- 
ganization of corporations to carry on the trade of mer- 
chants. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act passed Alarch 19th, 
1875, and approved March 23d, 1875, entitled "An Act 
to provide for the organization of corporations," the 
same being Chapter 142 of the Acts of the General As- 
sembly of 1875, be, and the same is hereby, so amended, 
as to authorize and provide for the organization and 
chartering of corporations to carry on the trade of mer- 
chants. 

Sec. 2. Be it further enacted. That the form of a char- 
ter for a corporation to carry on the trade of merchants, 
shall be as follows : 



—93- 



STATE OF TENNESSEE CHARTER OF INCORPORATION. 

Be it known, That [here insert the names of five or 
more persons, not under twenty-one years of age, ap- 
plying for the charter], are hereby constituted a body 
poHtic and corporate, by the name and style of [here 
insert name], for the purpose of carrying on the trade 
of merchants. The general powers of said corporations 
are as follows: [Here insert the general powers con- 
tained in Section Five (5.) of said Act above entitled, 
as found on pages 236, 237,, and 238, of the said Acts of 
the General Assembly of 1875]. 

Sec. 3. Be it further enacted, That the charters of 
corporations provided for in this Act shall be obtained 
in the manner pointed out in Section 26 of said Act 
passed March 19th, 1875, and approved March 23d, 
1875, entitled "An Act to provide for the organization 
of corporations," which said section is hereby made ap- 
plicable to all corporations authorized by this Act. 

Sec. 4. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 18th, 1887. 

W. L. CLAPP, 
Speaker of the House of Representatives. 

Z. W. EWING, 

Speaker of the Senate. 



Approved March 23d, 1887. 

ROBT. L. TAYLOR, 

Governor. 

CHAPTER 163. 

AN ACT to amend "An Act to provide for the organization of 
corporations," passed March 23d, 1875, being Chapter 142 of 
the Acts of 1875, so as to provide for the organization of 
companies or corporations, to purchase, own, breed, improve, 
sell, and deal in live stock. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act passed March 19th, Act amended. 
1875, approved INIarch 23d, 1875, entitled "An Act to 
provide for the organization of corporations," being 
Chapter 142 of the Acts of 1875, be, and the same is 
hereby, amended so as to authorize and provide for the 
organization of corporations to purchase, own, improve, 
breed, and sell, and deal in live stock for individual 
profit. 



Form of 
charter. 



—94— 

Sec. 2. Be if further enacted, That the form of a 
charter for a company for the purpose of purchasing, 
owning, improving, breeding, selHng, and deaHng in live 
stock for individual profit, shall be as follows : 

STATE OF TENNESSEE CHARTER OF INCORPORATION. 

Be it known, That [here insert the names of five or 
more persons, not under twenty-one years of age], are 
hereby constituted a body politic and corporate, by the 
name and style of [here insert the name of the corpora- 
tion], for the purpose of purchasing, owning, improv- 
ing, breeding, selling, and dealing in live stock in the 

county or town of . The general powers of said 

corporation are [here insert the powers as set forth in 
Section 5 of the Act of 1875, Chapter 142, entitled "An 
Act to provide for the organization of corporations "]. 
Sec. 3. Be it further enacted, That all corporations 
fnTTons°trSct"^^fe^"^^^*^ uudcr this Act shall have power to own and 
tracks. coustruct tracks for training and improving the speed of 

horses, such tracks to be used simply for training and 
developing the speed of their own stock, and if used 
otherwise, to be taxed as other public tracks. 
Live stock may Sec. 4. Be it further enacted. That live stock may be 
paySenrj" taken in payment of any part of the capital stock at a 
stock. fair valuation. 

Sec. 5. Be it further enacted, That the charter of 
obtt^Ifed. ^°^ corporation, provided for by this Act shall be obtained 
in the manner pointed out by Section 26 of said Act 
passed March 23d, 1875, entitled "An Act to provide 
for the organization of corporations," being Chapter 142 
of the Acts of 1875. 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 
Adopted March 22d, 1887. 

W. L. CLAPP, 

Speaker of the House of Representatives. 

Z. W. EWING, 

Speaker of the Senate. 



Approved ]\larch 25th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



—95— 
CHAPTER 190. 

AN ACT to define the powers of corporations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee — 

First— That any company incorporated under the laws 
of this State having, by its charter, the right to receive 
moneys in trust or otherwise, shall be held to have, and 
shall have, the power, after the passage of this Act, to 
receive deposits and loan the same and its capital on any 
kind of a commercial or business paper or real estate, 
buy and sell exchange, and all kinds of public or private 
securities and commercial paper. 

Second — That the exercise of any of the foregoing 
powers by any corporation created or incorporated or 
chartered under the laws of this State, shall not oper- 
ate to forfeit or effect any franchise, right, power, priv- 
ilege, or immunity granted to such corporation in and 
by its charter. 

Third — That the non-user or any company incorpo- 
rated in this State of a part of its power, privileges, or 
franchises, shall not have the effect to forfeit or to affect 
any franchise, right, power, privilege, or immunity con- 
tained in its charter. 

Sec. 2. Be it further enacted. That the public welfare 
requiring it, this Act shall take effect from and after its 
passage. 



Passed March 26th, 1887. 



Z. W. EWING, 

Speaker of the Senate. 



W. L. CLAPP, 
Speaker of the House of Representatives. 



Approved March 26th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



—96— 

CHAPTER 197. 

AN ACT to amend the statute embraced in Sections 1720 and 
1721, Milliken & Vertrees' Code. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the statute embraced in 
Sections 1720 and 1721 of ^Milliken & Vertrees' Code 
be so amended as to allow all corporations whose char- 
ters expire or have expired by their own limitation, and 
who exist by virtue of said statute for the term of five 
years after said expiration, for the purpose of prosecut- 
ing or defending suits by or against them, settling their 
business, disposing of their property, and dividing their 
capital stock, to continue the corporate business for which 
they were created during the said term of five years, but 
no longer. 

Sec. 2. Be it further enacted. That all such corpora- 
tions shall, during the term of five years mentioned in 
the first section of this Act, but no longer, possess all 
powers, rights, and privileges conferred upon them, and 
shall, during said period, be subject to all penalties and 
restrictions of their original charters. 

Sec. 3. Be it further enacted. That this Act take effect 
from and after its passage, the jniblic welfare recjuiring it. 

Passed .March 26th, 1887. 

Z. \\\ EWING, 

Speaker of the Senate. 

W. L. CLAPP, 

Speaker of the House of Representatives. 



Approved ^larch 28th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



Corporations 
authorized to 
lease or 
dispose of 
property. 



CHAPTER 198. 

AN ACT to empower corporations to lease and dispose of their 
property and franchises. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all corporations now or 
hereafter existing under the laws of this State, whether 
incorporated under special or general laws of the State, 
shall have the power, and they are hereby authorized 
and empowered, to lease and dispose of their property 
and franchises, or any part thereof, to any corporation 



—97— 

of this or any other State engaged in or carrying on, or 
authorized by its charter to carry on in this or any 
other State the same general business as is authorized 
by the charter of any such lessor corporation ; and said 
corporations shall likewise have the power, and are 
hereby authorized, to make any contract for the use, 
enjoyment, and operation of their property and fran- 
chises, or any part thereof, with any such other corpo- 
ration of this or any other State, on such terms and 
conditions as may be agreed upon between the contract- 
ing corporations ; and such lessee corporation or corpora- 
tions is authorized and empowered to make and carry 
out such leases and contracts ; Provided, however, That 
any such leases or contracts, when made by or under the ^^^^ ^^ 
direction of the Boards of Directors of the contracting approved by a 
corporations, shall be authorized or approved by the vote Sock"*^ °^ 
of a majority, in amount, of the stock of the lessor cor- 
poration present or represented at a regular or called 
meeting of the stockholders of said corporation; And 
provided, further, that sixty days' notice of such meet- 
ing be given in a Memphis, Knoxville, and Nashville Notice. 
daily newspaper of the time, place, and purpose of such 
meeting; And provided, further, that where the lessee 
corporation is a corporation of this State, the authority 
or approval of its stockholders shall in like manner be 
obtained to the contract or lease; And provided, further, 
that this Act shall not be so construed as to authorize any t^ ■ ^ , 

r 1 . 1 r> 1 Does not apply 

corporation or this or any other State to lease or pur- to competing 
chase any railroad and Hne that is a competitor for the^'"^^" 
same business with any line already owned or under con- 
trol, by lease or otherwise, or two lines of railway that 
are competitors for the same business in this State. 

Sec. 2. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 26th, 1887. 

Z. W. EWING, 

Speaker of the Senate. 

W. L. CLAPP, 
Speaker of the House of Representatives. 



Approved March 28th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



—98— 
CHAPTER 226. 

AN ACT to subject foreign corporations to suit in this State. 

Section 1. Be it enacted by the General Assembly of 
Sloifs" subject ^^'^ 5'/a/^ of Tennessee, That any corporation claiming 
to suit in this existence under the laws of any other State, or of any 
^^*^" country foreign to the United States found doing busi- 

ness in this State, shall be subject to suit here, to the 
same extent that corporations of this State are, by the 
laws thereof, liable to be sued so far as relates to any 
transaction had in whole or in part within this State, or 
any cause of action arising here, but not otherwise. 

Sec. 2. Be it further enacted. That any corporation 
having any transaction with persons or having any trans- 
action concerning any property situated in this State, 
through any agency whatever, acting for it within the 
State, shall be held to be doing business here within the 
meaning of this Act. 

Sec. 3. Be it further enacted. That process may be 
bJ°s"/vedi"^^ served upon any agent of said corporation found within 
upon agent. ^]-jg couuty whcrc the suit is brought, no matter what 
character of agent such person may be ; and in the ab- 
sence of such an agent, it shall be sufficient to serve the 
process upon any person, if found within the county 
where the suit is brought, who represented the corpora- 
tion at the time the transaction out of which the suit 
arises took place, or if the agency through which the 
transaction was had be itself a corporation, then upon 
any agent of that corporation upon whom process might 
have been served if it were the defendant. The officer 
serving the process shall state the facts, upon whom is- 
sued, etc., in his return, and service of process so made 
shall be as effectual as if a corporation of this State were 
sued, and the process has been served as required by 
law ; but in order that defendant corporation may also 
have effectual notice, it shall be the duty of the Clerk to 
immediately mail a copy of the process to the home office 
of the corporation by registered letter, the postage and 
fees for which shall be taxed as other costs. The Clerk 
shall file with the papers in the cause a certificate of the 
fact of such mailing, and make a minute thereof upon 
the docket, and no judgment shall be taken in the case 
until thirty (30) days after the date of such mailing. 
Sec. 4. Be it further enacted, That it shall be the 
Plaintiff to (iuty of the plaintifif to lodge at the home office of the 

lodge with -^ S. * . , , 

home office a Company, With any person tound there, a written no- 

wntten notice. ^-^^ from him or his attorney, stating that such suit 

^ has been brought, accompanied by a copy of the proc- 



—99— 

ess and the return of the officer thereon, of which 
fact affidavit shall be made by the person lodging the 
same, stating the facts and with whom the notice was 
lodged, or else the plaintiff or his attorney shall make 
an affidavit that he has been prevented from serving 
such notice by circumstances which should reasonably 
excuse giving it, which circumstances the affidavit of 
the plaintiff or his attorney shall particularly state ; and 
no judgment shall be taken until one or the other of 
these affidavits shall be filed and the court be satisfied 
that the notice has been given the defendant, or that the 
excuse for not doing so be sufficient. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the general welfare requiring 
it. 

Passed March 28th, 1887. 

W. L. CLAPP, 
Speaker of the House of Representatives. 

Z. W. EWING, 

Speaker of the Senate. 



Approved March 29th, 1887. 



ROBT. L. TAYLOR, 

Governor. 



CHAPTER 238. 

AN ACT to create and charter The Farmers' and Laborers' 
Alutual Association. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That F. H. Hendricks, D. W. 
Frizell, Wilson McGruder, S. H. Cloan, and J. W. Mc- 
Entire, or such of them as may accept the provisions of 
this Act, their associates, successors, and assigns, be, 
and they are hereby, incorporated and made a body pol- 
itic and corporate, under the name and style of The 
Farmers' and Laborers' Mutual Association, and as such 
are authorized and empowered to organize themselves into 
Supreme, Grand, and Subordinate Lodges, in the sev- 
eral States, and counties, and territories, respectively, 
and to enact and adopt such constitution, laws, and by- 
laws and ordinances, as they may deem proper for the 
government and control of their order ; and by the name 
aforesg-id shall be known in law, and shall have perpet- 
ual succession, and have power to sue and be sued, plead 



—100— 

and be impleaded, defend and be defended, in all courts, 
whether in law or equity ; and may make and have a 
common seal, and alter or renew the same at pleasure. 
Said corporation may own such personal and real estate 
as it may acquire, to be held by trustees of the order, to 
be elected or appointed by the order in such way and 
manner as it may adopt and provide. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring^ it. 

Passed March 28th. 1887. 

W. L. CLAPP, 

Speaker of fJie House of Representatives. 

Z. W. EWIXG, 

Speaker of tJie Senate. 

Approved ^larch 28th, 1887. 

ROBT. L. TAYLOR, 

Goveriior. 



CHAPTER 241. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations, passed March 19th, 1875. and 
approved March 23d. 1875, being Chapter 142, of the Acts of 
1875, so as to provide. l)y general law. for the organization of 
companies or corporations for the purposes of manufacturing, 
canning, and packing all kind of vegetables, fruits, and meats, 
^including corn and any other articles of commerce, and sell- 
ing and disposing of the same, and empowering such corpora- 
tion to buy, own, lease, or hold all such real estate and personal 
property, machinery, etc.. as may be necessary or requisite to 
successfully carry on such corporation, and to sell and mort- 
gage and otherwise convey the same. 

Section 1. Be it enacted by the General Assembly of 
Act amended, the State of Teuuessee, That an Act passed March 19th, 
1875. and approved March 23d, entitled "An Act to 
provide for the organization of corporations," being 
Chapter 142 of the Acts of the General Assembly of 
Tennessee, of 1875, and carried into Milliken & Ver- 
trees' Code of Tennessee, from Section 1691 to 1990, 
inclusive, be, and the same is hereby, amended so as 
to authorize and provide for the organization and char- 
tering of companies and corporations in the State of 
Tennessee to manufacture, pack, and can all kinds of 
vegetables, corn, and meats, or any other articles, and 
to sell and dispose of the same; and also to purchase, 
* hold, own, or lease, and improve such real estate as they 



—101— 

may see proper, for the purposes of such corporation ; 
erect machinery thereon, erect depots for sale of prod- 
ucts, and buy and hold such personal property as may 
be necessary for the purposes and uses of the corpora- 
tion, sell, convey, or mortgage, by trust deed or otherwise, 
any of such property ; issue bonds and secure the same in 
any manner it may deem proper ; and do all other things 
necessary and proper to carry out the objects, purposes, 
and interests of such corporation. 

Sec. 2. Be it further enacted, That the form of a 
charter of such corporation for the purpose of doing a fi^^^te^^ 
eeneral canning and packing business of fruits, vegeta- 
bles, corn, and meats, of all kinds, shall be as follows : 

STATE OF TENNESSEE CHARTER OF INCORPORATION. 

Be it known, That [here insert the names of five or 
more persons, not under twenty-one years of age, ap- 
plying for the charterl, are hereby constituted a body 
politic and corporate, by the name and style of [here 
insert name], for the purpose of manufacturing, can- 
ning, and packing all kinds of fruits, vegetables, corn, 
and meats, and other articles, and to sell and dispose 
of the same, and to purchase, rent, or lease real estate, 
and improve the same, sufficient in amount to answer 
all the purposes of such corporation, with power to 
convey, sell, or mortgage the same, or execute trust deed 
thereon, etc., and to manufacture cans or packages of tin 
or other material for the purposes of said corporation, 
and to do all the other things necessary to carry out the 
objects and purposes of said corporation. The powers 
of said corporation, in addition to the foregoing, shall be 
as follows: [Here insert the general powers as contained 
in Section 5 of said Acts of General Assembly of Ten- 
nessee, passed March 19th, 1875, and approved March 
23d, 1875, being Chapter 142, of the Acts of 1875, on 
pages 236, 237, and 238, of said Acts, entitled "An Act 
to provide for the organization of corporations," and also 
the powers as carried into and contained in Milliken & 
Vertrees' Code of Tennessee, Sections 1704, 1705, 1706, 
1707, 1708, 1709, and other sections of the Code.] 

Sec. 3. Be it further enacted, That corporations cre- 
ated and organized under this Act, in addition to theAdditiona 
other powers, shall have power to purchase, erect, own, p°''^'^''^- 
and convey all such machinery, materials, and other per- 
sonal property, as may be pertinent, useful, and neces- 
sary, in carrying on a general packing and canning busi- 
ness of vegetables, fruits, corn, and meats of all kinds, 
and other articles, including the power or right to man- 



Manner of 

obtaining 

charter. 



—102— 

ufacture cans and other packages of tin, wood, or other 
material, necessary for such corporation. 

Sec. 4. Be it further enacted, That the charter of cor- 
porations or companies provided for by this Act shall be 
obtained in the manner pointed out by Section 26 of said 
Acts of Tennessee, passed ]\Iarch 19th, 1875, and ap- 
proved March 23d, 1875, providing for the organiza- 
tion of corporations, being Chapter 142 of said Act of 
1875, and as carried into Milliken & Vertrees' Code of 
Tennessee. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 29th, 1887. 

Z. \\\ EWING, 

Speaker of the Senate. 

\V. L. CLAPP, 

Speaker of the House of Representatives. 



Approved ]\larch 29th, 1887, 



ROBT. L. TAYLOR, 

Governor. 



CHAPTER 122. 



May be 
incorporated. 



Form of 
charter. 



AN ACT to provide for the organization of corporations for 
raising and dealing in poultry and eggs, and to amend an Act 
passed March 19, 1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any five or more persons 
over twenty-one years of age shall have the privilege of 
obtaining a charter of incorporation for the purpose of 
raising and dealing in poultry and eggs. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for a corporation under the provisions of this Act 
shall be as follows : 



State of Tennessee — Charter of Incorporation. 

Be it known that (here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body politic and corporate by the 
name and style of (here insert the name of company). 
The general powers, etc., of said corporation are (here 
insert Sections 1704 and 1705 of the Code of Tennessee 
of 1884, compiled by Milliken & Vertrees). 



—103— 

Sec. 3. Be it further enacted, That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed March 15, 1889. 

BENJ. J. LEA, 

Speaker of the Senate. 

W. L. CLAPP, 
Speaker of the House of Representatives. 

Approved March 21, 1889. 

ROBT. L. TAYLOR, 

Goverfior. 



CHAPTER 102. 

AN ACT allowing any corporation created by the laws of Ten- 
nessee to increase the value of its shares. 

Section 1. Be it enacted by the General Assembly ^/Amendment 
the State of Tennessee, That any corporation hereafter Ch. 102, Acts 
created, or hereafter to be created under the laws of 
the State of Tennessee, may make a share of stock one J^^^^^ °^f 
hundred dollars, or less, and issue certificate therefor. stock. 

Sec. 2. Be it further enacted, That any such corpora- 
tion which has heretofore issued shares of stock for J^Ycombi^ne. 
twenty-five dollars, may call in the same, and combine 
four such shares and issue. a certificate for one hundred 
dollars in lieu. 

Passed March 19, 1889. 

W. L. CLAPP, 
Speaker of the House of Representatives. 

BENJ. J. LEA, 
Speaker of the Senate. 

Approved March 20, 1889. 

ROBT. L. TAYLOR, 

Governor. 



10- 



CHAPTER 120. 

AN ACT to amend "An Act to provide for the organization of 
corporations," Chapter 76 of the Act of 1877, passed March 
26. 1877. 



Principal 
office. 



Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any turnpike corporations 
organized under said Act (Chapter 76, Acts of the Gen- 
eral Assembly, 1877), may designate and establish any 
tollgate house on its road as its principal office, and any 
turnpike company organized under said Act, which may 
have fixed or established its main office at any other or 
dififerent place, may secure the benefits of this Act, and 
change its principal office by amending its charter, so as 
to designate the particular toll house selected as its said 
office, and such amendment shall be applied for and ob- 
tained by any five of the Directors signing a memoran- 
dum in writing, and acknowledging the same before the 
County Court of any county in which any part of its 
property may be situated, and having the same recorded 
in the Register's office in which the original charter is 
recorded, and filed and recorded in the office of the 
Secretary of State. 

Passed March 18. 1889. 

BEXJ. J. LEA, 

Speaker of the Senate. 

W. L. CLAPP, 
Speaker of the House of Representatives. 



Approved :^larch 21, 1889. 



ROBT. L. TAYLOR, 

Governor. 



CHAPTER 123. 



Act of 1875 
amended. 



Form of 
charter. 



AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act entitled "An Act 
to provide for the organization of corporations," passed 
March 19, 1875, be so amended that any five or more 
persons may apply for and obtain a charter for a hos- 
pital or sanitarium. 

Sec. 2. Be it further enacted, That the form of said 
charter shall be as follows : 



—105— 

State of Tennessee — Charter of Incorporation. 

Be it known that (here insert the names of five or 
more persons not under twenty-one years of age) are 
hereby constituted a body pohtic and corporate by the 
name and style (here insert the name of the corporation), 
for the purpose of organizing, equipping, and operating 
a hospital (or sanitarium). The general powers, pro- 
visions, and restrictions applicable to said corporation 
are (here set forth powers as set forth in Section 5). 
Said corporation shall have the power to contract or 
lease such buildings, and purchase or lease such real es- 
tate as may be suitable for its purposes. 

The said corporation shall have the right to receive 
at its hospital or sanitarium for medical treatment and 
advice persons suffering from physical ailments or dis- 
eases, except contagious or infectious diseases, and may 
keep, board and lodge the same, for which they shall 
have the right to charge and exact reasonable compen- 
sation. The said corporation shall have the power to 
adopt rules and regulations for the administration of its 
hospital or sanitarium, as may be necessary for proper 
conduct of its affairs. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 

Passed March 19, 1889. 

BENJ. J. LEA, 

Speaker of the Senate. 

W. L. CLAPP, 
Speaker of the House of Representatives. 
Approved March 22, 1889. 

^ ROBT. L. TAYLOR, 

Governor. 



CHAPTER 229. 

AN ACT for the benefit and regulation of corporations hereto- 
fore created for purposes of education and learning. 

Section ] . Be it enacted by the General Assembly of - 
the State of Tennessee, That corporations heretofore ^^^hoTcf'''^ 
created for purposes of education and learning under real estate, 
the provisions of the Acts of the General Assembly of 
Tennessee, passed prior to or subsequent to the adop- 
tion of the Constitution of 1870, shall have power to 
purchase and hold, or receive by gift, in addition to the 
personal property owned by said corporation, any real 



—106—- 

estate necessary for the transaction of the corporate 
business, and also to purchase or accept any real estate 
in payment, or part payment of any debt due to the 
corporation, and sell realty for corporation purposes. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 2, 1889. 

BENJ. J. LEA, 

Speaker of the Senate. 

W. L. CLAPP, 
Speaker of the House of Representatives. 



Approved April 6, 1889. 



ROBT. L. TAYLOR, 

Governor. 



CHAPTER 242. 



Act 1875 
amended. 



Form of 
charter. 



AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, being 
Chapter 142 of the Acts of 1875, so as to provide for the or- 
ganization of corporations for the encouragement and support 
of art, agricultural, horticultural, and mechanic arts, such as 
fairs, expositions, art exhibits, and associations of like nature, 
including associations for the improvement of blooded stock 
and other objects of like character. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act passed March 19, 
1875, and approved :\Iarch 23, 1875, entitled "An Act to 
provide for the organization of corporations," the same 
being Chapter 142 of the Acts of the General Assembly 
of 1875, be and the same is hereby so amended as to 
authorize and provide for the organization and charter- 
ing of corporations for the encouragement and support 
of art, agricultural, horticultural, and mechanical arts, 
such as fairs, expositions, art exhibits, and associations 
of like nature, including associations for the improvement 
of blooded stock and other objects of like character. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for a corporation for the encouragement and sup- 
port of art, agricultural, horticultural, and mechanic 
arts,, such as expositions, fairs, art exhibits, and associ- 
ations of like nature, including associations for the im- 
provement of blooded stock and other objects of like 
character shall be as follows : 



—107— 

STATE OF TENNESSEE CHARTER OF INCORPORATION. 

Be it known, that (here insert the name of five or 
more persons not under twenty-one years of age, ap- 
plying for the charter), are hereby constituted a body 
pohtic and corporate, by the name and style of (here 
insert name), for the encouragement and support of art, 
agricultural, horticultural, and mechanic arts, such as 
fairs, expositions, art exhibits, and associations of like 
nature, including associations for the improvement of 
blooded stock and other objects of like character. The 
general powers of said corporations are as follows : (Here 
insert the general powers contained in Section Five (5) 
of said Act above entitled, as found on pages 236, 237, 
and 238 of the said Acts of the General Assembly of 
1875). 

Sec. 3. Be it further enacted, That the charters of 
corporations provided for in this Act shall be obtained oJSnlng^^ 
in the manner pointed out in Section 26 of said Act, charter. 
passed March 19, 1875, and approved March 23, 1875, 
entitled *'An Act to provide for the organization of cor- 
porations," which said section is hereby made applicable 
to all corporations authorized by this Act. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 2, 1889. 

BENJ. J. LEA, 

Speaker of the Senate. 

W. L. CLAPP, 

Speaker of the House of Representatives. 

Approved April 6, 1889. 

ROBT. L. TAYLOR, 

Governor. 



Electricity on 



—108— 
CHAPTER 230. 

AN ACT to amend an Act passed March 19, 1875. Chapter 142, 
Section 13, and to amend an Act passed March 2, 1887. enti- 
tled 'An Act to amend Section 13, Chapter 142 of 1875, which 
provides for the incorporation of street railroad companies, 
and to authorize the use of electricity." 

Section 1. Be it enacted by the General Assembly of 
rtreeV""'"^ "" the State of Tennessee, That any street railroad com- 
raiiroa s. pany whicli has heretofore used dummy steam engine 
or cable power in the o])eration of its cars may oper- 
ate the same by electricity ; provided, the city or town 
in which said railroad company operates its cars, and 
is located, by its proper authorities gives its assent to 
the same, and that the Act s])ecified in the caption hereof 
be so amended, and this Act take effect from and after 
its passa.e^e, the ])ublic welfare rccjuirinj]^ it. 
Passed April 6, 1889. 

BEX'J. J. LEA, 

Speaker of the Senate. 

\\\ L. CLAPP, 

Speaker of the House of Representatives. 

Approved April 6, 1889. 

ROBT. L. TAYLOR, 

Governor. 



CHAPTER 95. 

AN ACT to amend an Act entitled "An Act to declare the terms 
on which foreign corporations, organized for mining or man- 
ufacturing purposes, may carry on their business and pur- 
chase, hold and convev real and personal property," Chapter 
31 of Acts of 1877, Se'ctions 1992 to 2003 of Milliken & Ver- 
trees' compilation of the laws of Tennessee. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 31 of the Acts of 
the General Assemblv of Tennessee for the year 1877, 
being Sections 1992 'to 2003 of :\Iilliken & Vertrees' 
compilation of the laws of Tennessee, be so amended as 
to apply to corporations chartered under the laws of other 
States known as " Building and Loan Associations," 
" Bond and Investment Companies," " Real Estate, 
Land, Labor and Immigration Companies," " Co-opera- 
tive Associations or Companies," " Cotton Compress and 
Warehouse Associations or Companies," " Electric Light, 
Gas and Electric Power, Gas Power and Steam Power 



—109— 

Companies," " Stock Yards," " Cold Storage and Pack- 
ing Companies," *' Waterworks " and *' Wrecking and 
Salvage Companies." 

Sec. 2. Be if further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed March 10, 1891. 

W. C. DISMUKES, 

Speaker of the Senate. 

THOMAS R. MYERS, 
Speaker of the House of Representatives. 

Approved March 17, 1891. 

JOHN P. BUCHANAN, 

Governor. 

CHAPTER 122. 

AN ACT to amend Chapter 31 of the Acts of 1877, declaring the 
terms on which foreign corporations organized for mining or 
manufacturing purposes may carry on their business and pur- 
chase, hold and convey real and personal property in this 
State, so as to make the provisions of said Act apply to all 
foreign corporations that may desire to own property or to do 
business in this State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 31 of the Acts of Extension. 
1877 be so amended and enlarged as that the provisions 
of said Act shall apply to all corporations chartered or 
organized mider the laws of other States or counties for 
any purpose whatsoever which may desire to do any kind 
of business in this State. 

Sec. 2. Be it further enacted. That each and every cor- 
poration created or organized under or by virtue of any 
government other than that of this State, for any pur- 
pose whatever, desiring to own property or carry on 
business in this State of any kind or character, shall first ^^ ^ ^ ^^ 
file in the office of the Secretary of the State a copy of charter 
its charter and cause an abstract of same to be recorded *° '^^ ^^^ " 
in the office of the Register in each county in which such 
corporation desires or proposes to carry on its business 
or to acquire or own property, as now required by Sec- 
tion 2 of Chapter 31 of Acts of 1877. 

Sec. 3. Be it further enacted, That it shall be unlawful 
for any foreign corporation to do or attempt to do any Penalty for 
business or to own or to acquire any property in this chart?r.*° ^^' 
State without having first complied with the provisions 
of this Act, and a violation of this statute shall subject 
the offender to a fine of not less than $100 nor more than 
$500, at the discretion of the jury trying the case. 



-IIU 



Compliance. 



Suits, 
attachments. 



Sec. 4. Be it furtJicr enacted. That when a corporation 
complies with the provisions of this Act it shall then be, 
to all intents and purposes, a domestic corporation, and 
may sue and be sued in the courts of this State, and sub- 
ject to the jurisdiction of the courts of this State just as 
though it were created under the laws of this State. 

Sec. 5. Be it further enacted. That when such corpora- 
tion has no agent in this State upon whom process may be 
served by any person bringing suit against such corpora- 
tion, then it may be proceeded against by an attachment 
to be levied upon any property owned by the corporation, 
and publication, as in other attachment cases. But for 
the plaintiff to obtain an attachment he, his agent or at- 
torney, need only make oath of the justness of his claim, 
that the defendant is a corporation organized under this 
Act, and that it has no agent in the county where the 
j^roperty sought to be attached is situated upon whom 
process can be served. 

Sec. 6. Be it further enacted, That said Chapter 31 of 
the Acts of 1877, except in so far as the same is amended, 
enlarged and extended by this Act. be and the same is 
declared to be in full force. 

Sec. 7. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 21. 1891. 



THOMAS R. MYERS, 

Speaker of the House of Representatives. 

\V. C. DISMUKES, 

Speaker of the Senate. 

Approved .March 26, 1891. 

JOHN P. BUCHANAN, 

Governor. 



CHAPTER 11. 



Amendment. 
Ch. 11, Acts 
1893. 



AX ACT to amend an Act. entitled "An Act to provide for the 
organization of corporations," approved March 22), 1875, so as 
to authorize the organization of railroad terminal corpora- 
tions, and to define the powers, duties, and liabilities thereof. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act, the title of which 
is recited in the title of this Act, be so amended that 
charters for purposes of individual profit may be 
granted to any association of individuals for the pur- 
pose of acquiring, constructing, maintaining,- operating, or 



—Ill- 
leasing to others railroad terminal facilities as herein- 
after provided. • 

Sec. 2. Be it further enacted, That in order to facili- 
tate the public convenience, and the safety of the trans- or^^ore fo^^ 
mission of railroad passengers and freight, and to pre- obtain, 
vent unnecessary expense, inconvenience, and loss to the 
public, any five or more individuals, not under the age 
of twenty-one years, may apply for and obtain a charter 
for a railroad terminal corporation, with the powers and 
rights, duties and Habilities hereinafter set forth. 

Sec. 3. Be it further enacted, That the form of a 
charter for such a railroad terminal corporation shall be 
as follows : 

" State of Tennessee — Charter of Incorporation. 

" Be it known that [here insert the names of five or 
more individuals not under the age of twenty-one years] 
are hereby constituted a body politic and corporate, by 
the name and style of [here insert the name of the cor- 
poration], for the purpose of acquiring, constructing, 
maintaining^, operating, or leasing to others, railroad ter- 
minal facilities for the accommodation of railroad pas- 
sengers, and for handling and transferring railroad 
freight. 

" The general powers of said corporation are [here 
insert the powers, etc., as contained in Section 5 of special powers. 
the Act which this Act is intended to amend] ; and, in 
addition to the above powers, said corporation shall 
have the power to acquire, in this or any other State 
or States, and at such place or places as shall be found 
expedient, such real estate as may be necessary on 
which to construct, operate, and maintain passenger 
stations, comprising passenger depots, office buildings, 
sheds and storage yards ; and freight stations, comprising 
freight depots, warehouses, offices and freight yards, 
roundhouses and machine shops ; also main and side- 
tracks, switches, cross-overs, turnouts, and other terminal 
railroad facilities, appurtenances, and accommodations 
suitable, in size, location, and manner of construction to 
perform promptly and efficiently the work of receiving, 
delivering, and transferring all passengers and freight 
traffic of railroad companies with which it may enter 
into contracts for the use of its terminal facilities at such 
place or places. Said corporation shall have the power, 
by purchase, lease, or assignment of lease, to acquire and 
hold, and to lease to others, such real estate as may be 
necessary for the above-mentioned purpose of its incor- 
poration ; and it may also acquire such real estate by 



Town or city 
provisions 



—112— 

condemnation, in pursuance of the general law author- 
izing the condemnation of private property for works of 
internal improvements, as set forth in Sections 1325-1348, 
both inclusive, of the Code of 1858, which are as follows, 
viz.: [Said sections of the Code to be here literally cop- 
ied and inserted.] 

" Whenever it may be necessary in order to enable 
said corporation to acquire and construct proper rail- 
road terminal facilities in any town or city, or to con- 
nect such facilities with the tracks of any railroad com- 
pany with whom said cori)oration may have contracted 
to furnish such facilities, said corporation, with the con- 
sent of the proper authorities of such town or city, shall 
have the right to lay and operate a track or tracks across 
or along or over or under such of the streets or alleys 
of such town or city as may be necessary for that pur- 
pose ; and said corporation may also, with such consent, 
construct such passenger or freight depots or stations 
across or along, over or under any such street or alley 
when it shall be necessary in order to furnish proper 
railroad terminal facilities in said town or city. But no 
street or alley of any town or city shall be obstructed 
or interfered with until the consent of the proper author- 
ities of said town or city shall have been first obtained. 
*' Said corporation may, from time to time, borrow 
May borrow such sums of moucy as mav be necessary for the ac- 

n:oncy. ... .•' . •' < 

quisition, construction, mamtenance, repair, or opera- 
tion of such passenger or freight depots, or stations 
and other terminal facilities, as are above mentioned, 
and to issue and dispose of its bonds for such amounts 
and at such prices as it may think proper, and to mort- 
gage its corporate property rights, privileges, and fran- 
chises for the purpose of securing the same. At any 
place where said railroad terminal corporation may ac- 
quire and construct passenger stations, said corporation 
may keep on said premises a hotel or restaurant, or both, 
and also a new\s stand. 

" The said corporation may lease to any railroad com- 
rafiroa^d^^ *° paiiy or railroad companies its freight or passenger de- 
companies, pots or stations, and its other terminal facilities located 
at any place where the line or lines of said railroad com- 
pany or companies may terminate, or through which they 
may pass, and such lease may be upon such terms and 
for such time as may be agreed upon by the parties. 
" Said railroad company or companies may severally 
ki\e"rSt^of"^ ^^ jointly, or jointly and severally, guarantee the prin- 
nds^ may cipal and interest of such bonds as may be issued by 
said railroad terminal corporation, and may in like man- 



guarantee. 



—113— 

ner guarantee the performance of any other contract that 
said railroad terminal corporation may make in regard 
to its corporate business. 

"Any such railroad company or companies may also 
subscribe, hold, and dispose of the capital stock or bonds pXSons""^^' 
which may be issued by said railroad terminal corporation, ^^ to. 
and said railroad terminal corporation may acquire, hold, 
and dispose of the capital stock or bonds of railroad com- 
panies, or of other terminal companies, for the purpose 
alone of raising money for the acquisition, construction, 
maintenance, and repair of such passenger and freight 
depots and stations, and other terminal facilities as above 
mentioned, and not for the purpose of speculating in 
stocks or bonds, or managing or controlling railroads. 

" The right is reserved to repeal, amend, or modify 
this charter. 

" We, the undersigned, apply to the State of Tennes- 
see, by virtue of the laws of the land, for a charter of 
incorporation for the purposes and with the powers, etc., 
declared in the foregoing instrument. 

" Witness our hands, this the day of 

A.D. ." 

Sec. 4. Be it further enacted, That said application 
shall be acknowledged and registered, as required by the 
Act which this Act is intended to amend. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 15, 1893. 

WM. C. DISMUKES, 
Speaker of the Senate. 

J. A. TROUSDALE, 
Speaker of the House of Representatives. 

Approved March 17, 1893. 

P. TURNEY, 

Governor. 



, CHAPTER 75. 

AN ACT to amend Chapter 142, of the Acts of 1875, entitled 
"An Act to provide for the organization of corporations, by 
providing for the organization of gun club corporations." 

Whereas, A practicable and efficient use of firearms 
is important to the citizens of the State for their own p^^^™'*^*- 
safety and protection, as against imprudent handling, and 
accidents in time of peace, and is of vital importance to 
the State and nation in times of war ; and, 

8 



—114— 

Whereas, The skillful, safe and efficient use of fire- 
arms can be largely acquired by the citizens in times of 
peace by the organization of gun clubs and target prac- 
tice with firearms, thus making such practical and safe 
use of firearms familiar to the citizens, useful to him, 
and of value to the State ; therefore. 

Section 1. Be it enacted by the General Assembly of 
b"orga"i!izeT^^^'^ ^/of^ of Tcunessce, That the Act mentioned in" the 
caption, be amended by adding to the fifth subsection of 
the first section thereof, the words : "And gun clubs." 
Said gun clubs to be incorporated and organized under 
the forms, and with all the rights and powers provided 
in said Act of 1875, for the organization of nonprofitable 
corporations. 

Sec. 2. Be it further enacted, That such gun clubs shall 
gJounds?"''^^ have power to acquire, by lease or purchase, such grounds 
as may be necessary for target practice, to erect all suit- 
able and necessary improvements thereon, to hold gun 
tournaments which may be participated in by the mem- 
bers, and such others as may be entitled to participate in 
compliance with the rules and conditions that may be 
prescribed by the organization ; that they may use such 
targets, animate or inanimate, as the club may adopt and 
prescribe, and may do other things usually done by such 
organizations. 

Sec. 3. Be it further enacted, That all laws, and parts 
Repeal. of laws, in couflict with this Act, and especially so much 

of Chapter 169, of the Acts of 1881, the same being an 
Act for the prevention of cruelty to animals, as are in 
conflict with this Act, be and the same are hereby re- 
pealed. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 23, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 
Speaker of the House of Representatives. 

Approved April 29, 1895. 

P. TURNEY, 

Governor. 



—US- 
CHAPTER 79. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875, so as to provide for the organization of corporations 
for sprinkling and watering streets, roads and highways in 
the State by means of sprinkling wagons, sprinkling cars oper- 
ated over street railroads, or otherwise. 

Section 1. Be it enacted bv the General Assembly of 
the State of Tennessee, That an Act passed March 19th, ^P^'^^^^Jl^g^ 
1875, and approved IMarch 23rd, 1875, entitled "An ^ct '°"'^^"'^'' 
to provide for the organization of corporations," being 
Chapter 142 of the Acts of Tennessee of 1875, contained 
in the Milliken and Vertrees Code of Tennessee, from 
Section 1691 to 1990 inclusive, be and the same is hereby 
amended so as to authorize and provide for the organiza- 
tion and chartering of corporations in the State of Ten- 
nessee to sprinkle and water streets, roads, and other 
highways, by means of sprinkling wagons, sprinkling 
cars operated on and over street railways or otherwise, 
and the corporations hereby authorized are empowered 
to contract with street railroad companies for the use of 
their tracks and motive power, and said railroad com- 
panies to contract with the corporation hereby author- 
ized. 

Sec. 2. Be it further enacted, That the form of the 
charter for the said corporation shall be as follows : Be Form of 
it known that (here insert the names of five or more per- 
sons not under twenty-one years of age applying for the 
charter), are hereby constituted a body politic, incor- 
porate under the name and style of (here insert name) 
for the purpose of sprinkling and watering the streets of 
incorporate towns, and the highways and roads of the 
State, and of operating and propelling thereon sprinkling 
cars and wagons, by electricity or otherwise, and to use 
the tracks and motive power of any incorporate street car 
company in the city, by and with the consent of such cor- 
poration, and to make contracts to ♦that end with such 
corporation, and to do all the other matters and business 
necessary to carry out the objects and purposes of said 
corporation. The general powers of said corporation, in 
addition to the foregoing, shall be as contained in Section 
5 of the said Acts above entitled, as found on pages 236, 
237 and 238 of the said Acts of Tennessee of 1875. 

Sec. 3. Be it further enacted, That corporations created 
and organized under this Act, in addition to their other Powers 
powers, shall have the power to purchase, erect, own and 
convey such machinery, materials, and other personal 



Charters, how 



—116— 

property, as may be pertinent, useful and necessary in car- 
rying on the business herein described. 

Sec. 4. Be it furtJicr enacted, That the charters of the 
obta'ined.' ""'" Corporations provided for in this Act shall be obtained in 
the manner pointed out in Section 26 of the Act passed 
March 19th, 1875, and approved ]\larch 23rd, 1875, and 
entitled "An Act to provide for the organization of cor- 
porations." which is hereby made applicable to all cor- 
porations authorized by this Act. 

Sec. 5. Be it further enacted, That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. , 

Passed April 27, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 

Speaker of the House of Representatives. 

Approved April 30, 1895. 

P. TURNEY, 

Governor. 



CHAPTER 81. 

AX ACT to amend Sections 2, 3 and 4 of an Act passed Alarch 
the 21st, 1891, being Chapter 122 of said Acts, and providing 
for the authentication of copies of charters to be filed with 
the Secretary of State, registering abstracts of same in the 
register's office in each county in which the company desires, 
or proposes to carry on business. 

Section 1. Be it enacted by the General Assembly of 
Amendment. tJw State of Tenncssec, That Section 2 of an Act passed 
]\Iarch the 21st, 1891, being Chapter 122 of said Acts, 
be so amended as to read as follows : That each and every 
corporation created or organized under, or by virtue of, 
any government ol'her than that of the State, for any 
purpose whatever, desiring to own property, or carry on 
business in this State of any kind or character, shall first 
file, in the office of the Secretary of State, a copy of its 
charter. It shall be sufficient to authenticate such copies 
so filed by the certificate of the secretary, or secretaries, 
of such corporations, and by attaching thereto the cor- 
porate seal. 

Sec. 2. Be it further enacted, That Section 3 of said 
Same. Act, passed March the 21st, 1891, be so amended as to 

read as follows : That it shall be unlawful for any for- 
eign corporation to do business, or attempt to do busi- 



—117— 

ness, in this State without first having complied with the 
provisions of this Act, and a violation of this statute shall 
subject the offender to a fine of not less than $100.00 
nor more than $500.00, in the discretion of the jury try- 
ing the case. 

Sec. 3. Be it further enacted, That Section 4 of said 
Act, passed March the 21st, 1891, be so amended as to^^"'^' 
read as follows : That when a corporation complies with 
the provisions of this Act, said corporation may then sue 
and be sued in the courts of this State, and shall be sub- 
ject to the jurisdiction of this State as fully as if it were 
created under the laws of the State of Tennessee ; Pro- 
vided, that this Act shall not affect any contracts or rem- 
edy heretofore made by foreign corporations not having 
complied with the existing laws on the subject. 

Sec. 4. Be it further enacted, That all laws and, parts 
of laws in conflict with the provisions of this Act be and 
are hereby repealed. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 27, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 

Speaker of the House of Representatives. 



Approved April 30, 1895. 

P. TURNEY, 



Governor. 



CHAPTER 115. 



AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, being 
Chapter 142 of the Acts of 1875, so as to provide for the 
organization of corporations to establish and maintain sal- 
vage corps for the protection of lives and property at and 
after fires. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act, passed ]\Iarch 19 Salvage corps. 
1875, and approved :\Iarch 23, 1875, entitled ''An Act 
to provide for the organization of corporations," being 
Chapter 142 of the Acts of 1875, be, and the same is 
hereby, amended so as to authorize and provide for the 
organization of corporations to establish and maintain 
salvage corps for the protection of lives and property 
after fires. 



—US- 
Sec. 2. Be it further enacted, That the form of a char- 
ter of a company for the purpose of estabHshing and 
maintaining a salvage corps for the protection of hves 
and property at and after fires shall be as follows : 



Form of 
charter. 



Powers, 
conferred 



State of Tennessee — Charter of Incorporation. 

Be it knozvn, That [here insert the names of five or more 
persons, not under twenty-one years of age, applying 
for the charter], are hereby constituted a body politic 
and corporate by the name and style of [here insert the 
name], for the purpose of establishing and maintaining 
a salvage corps for the protection of lives and property 
at and after fires. 

The general powers of the corporation are [here insert 
the general powers contained in Section 5 of said Act, 
passed March 19, 1875, being Chapter 142 of the Acts 
of 1873]. 

Sec. 3. Be it furtJier enacted, That all corporations 
organized under this Act shall have the power to provide 
and maintain a corps of men and proper officers, with 
suitable teams, wagons, apparatus, and appliances, whose 
duty it shall be to discover and prevent fires, so far as 
practicable, and to save life and property at and after 
fires. Said corps, however, shall not interfere with the 
firemen and their duty in extinguishing fires. And fur- 
ther, the power hereby conferred upon said corps shall 
not be construed to justify the owners of any building 
or personal property in the abandonment of their prop- 
erty. 

Sec. 4. Be it fiirtJicr enacted. That the officers and 
Right of way. mcn of Said salvage corps, with their teams and apparatus 
and appliances, shall have the right of way, while going 
to a fire, through any street, lane or alley, subject, how- 
ever, to the superior right of the fire department of the 
town or city, in which the corporation is maintaining its 
salvage corps. 

Sec. 5. The corporations organized under this Act 
shall have power to make contracts with individuals, 
corporations and insurance companies, for saving and 
preserving from loss, at and after fires, life and property, 
in which said individuals, firms, corporations or insur- 
ance companies may be interested. 



Contracts. 



—119— 

Sec. 6. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 29, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 
^Speaker of the House of Representatives. 

Approved May 6, 1895. 

P. TURNEY, 

Governor. 



CHAPTER 113. 

AN ACT to amend the Act of March 19, 1875, entitled "An Act 
to provide for the organization of corporations," and to pro- 
vide for the organization of guarantee companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the said Act of March 19, 
1875, be so amended as to provide for the organization 
of corporations for the purpose of becoming surety upon 
the bonds of individuals or public officers, and all bonds 
required to be executed in the course of judicial pro- 
ceedings in any of the courts of the State. 

Sec. 2. Be it further enacted, That, in addition to the 
general powers conferred upon corporations for profit by Right to 
said Act of March 19, 1875, the corporations organized ^'"°"^' '"''"'^• 
under this Act shall have the right and power to execute 
as surety, and guarantee the performance of all bonds, 
stipulations or undertakings conditioned for the faithful 
performance of any duty, public or private, including 
the bonds and obligations of such a character,. as well of 
private individuals, as of public officers, whether State, 
county or municipal, also all bonds and obligations re- 
quired to be executed in the course of judicial proceed- 
ings in any of the courts of the State ; also all bonds of 
administrators, executors, guardians, trustees, and of all 
persons acting in a fiduciary capacity, whether acting un- 
der the authority of any court of this State, or by virtue 
of a deed, will or other instrument, executed by a pri- 
vate individual or corporation, or by virtue of any ap- 
pointment to any position of trust or confidence by any 
private individual or corporation ; Provided, hozvever, 
that no corporation organized under the provisions of 
this Act shall receive deposits subject to check, or do a 
general banking business. 



—120— 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the pubhc welfare requiring it. 

Passed April 30, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 
Speaker of tJie House of Repri^entatives. 

Approved :^Iay 14, 1895. 

P. TURNEY. 

Governor. 



CHAPTER 119. 

AN ACT to postpone the foreclosure of certain mortgages or 
trust deeds, and to validate contracts heretofore made hy for- 
eign corporations in this State, where such corporations failed 
to comply with the requirements of Chapters 95 and 122 of 
the Acts of 1891. and Chapter 31 of the Acts of 1877, provid- 
ing that any such corporation desiring to own property or to 
carry on business in this State shall tile a copy of its charter 
in the office of the Secretary of State, and cause an abstract 
of the same to be recorded in the office of the register in each 
county in which such company desires to carry on business or 
own property. 

Sfxtiox 1. Be it enacted by the Geiieral Assembly of 
Contracts, etc., //j^ State of Tenucssee, That the contracts of any foreie^n 

made valid. . ■' , ... ^ •' '^ 

corporation created or organized by any State or govern- 
ment, other than that of this State, that has heretofore 
engaged in business, made contracts, or purchased prop- 
erty in this State after the passage of said Chapters 95 
and 122 of the Acts of 1891, without first complying 
with the provisions of the same, shall be as valid and 
binding in all respects as if a copy of its charter had 
been filed with the Secretary of State and an abstract of 
same filed in each county where such corporation carried 
on business or made contracts :' Provided, that this sec- 
Proviso, tion shall apply only to such foreign corporations as have 
already, in good faith, complied with the provisions of 
said Chapters 95 and 122 of the Acts of 1891, and Chap- 
ter 31 of the Acts of 1877, by filing a copy of its char- 
ter with the Secretary of State, and recording abstracts 
thereof in each county in which such corporation car- 
ried on business or made contracts, or shall, within four 
months after the passage of this Act, so file such charter 
and abstracts of same ; Provided, hozuever, that no mort- 
gage or deed of trust executed to a foreign corporation, 



—121— 

or to a trustee to secure indebtedness to a foreign cor- 
poration upon real estate in this State, where such for- 
eign corporation had not compHed with the laws of this 
State at the time such mortgage or deed of trust was 
executed shall be foreclosed, either under a power of sale 
or judicial decree, until two years after the passage of 
this Act, but no alien corporation owning land in the 
State shall have the benefit of this stay of foreclosure 
proceedings. 

Sec. 2. Be it further enacted, That in settlements made 
under this Act, not more than six per cent on the amount JJ^tg^est 
actually received by the parties, shall be collected, but 
notes signed in this State, and payable in this State, but 
wholly secured by deeds of trust or mortgages on land 
in other States, shall be enforceable for the amount of 
interest permitted in the State where the land is located. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it 

Passed May 9, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 
Speaker of the House of Representatives. 

Approved Alay 10, 1895. 

P. TURNEY, 

Governor. 



CHAPTER 208. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," approved March 23. 1875, and 
also to amend an Act entitled 'An Act to amend an Act enti- 
tled An Act to provide for the organization of corporations," 
passed March 19, 1875 (Acts of f875, Chapter 142, approved 
March 29, 1883), Acts of 1883, Chapter 232. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of Acts amended. 
1875, entitled "An Act to provide for the organization 
of corporations," approved ^larch 23, 1875, and Chapter 
232 of the Acts of 1883, entitled "An Act to amend an 
Act entitled An Act to provide for the organization of 
corporations," passed March 19, 1875 (Acts of 1875, 
Chapter 142), approved March 29, 1883, be and the same 
are hereby amended so as to embrace the organization 
of " water and electric light, heat and power companies." 

Sec. 2. Be it further enacted. That the form of a char- 



Form of 
charter. 



—122— 

ter of a water and electric light, heat and power company 
shall be as follows : 

" Be it known that (here insert the names of five or 
more persons above the age of twenty-one years), are 
hereby constituted a body politic and corporate, by the 
name and style (here insert the name of the corporation), 
for the purpose of improving and developing the water 
powers of the rivers and streams of this State, whether, 
in fact, navigable, or by law declared navigable ; to man- 
ufacture electricity, to be used for making electric lights, 
furnishing motive power, heating houses, electrotyping, 
telephone purposes, or for any purpose to which electric- 
ity is now, or may hereafter, be applied in any manner 
or form whatever ; and for this purpose said company is 
hereby authorized and empowered and invested with the 
privilege of constructing, maintaining and operating in 
such rivers and streams of this State, dams, piers, sluice- 
ways, canals, locks, ponds, breakwaters, abutments and 
mill sites for manufacturing purposes, upon the following 
provisions and conditions : 

1. That there shall be placed and maintained in con- 
Conditions and ncctiou witli Said dam or dams, and other works in nav- 
igable rivers and streams of this State, a sluiceway, lock 
or other fixture, sufticient and so arranged as to permit 
logs, timber, lumber and boats to pass around, through 
or over said dam or dams or other works, without unrea- 
sonable delay of hindrance and without toll or charges. 

2. That before the work is commenced, the plans and 
details thereof shall be submitted to the Secretary of War 
of the United States for his approval ; and he may at 
any time require such changes and alterations to be made 
in said works, at the expense of said company, organized 
under this Act, as he may deem advisable and necessary 
in the interest of navigation. 

3. That the work herein permitted to be done, shall be 
subject to the supervision and approval of the engineer 
officer of the United States Army in charge of the local- 
ity. 

Sec. 3. Be it fiirtJier enacted, That any company or- 
powei?^^ ^^^ ganized hereunder is hereby authorized and empowered 
and invested with the privilege of placing and extending 
its electric wires and conductors, either underground or 
on poles overhead, along and through all or any of the 
streets, lanes and alleys of the cities and towns of the 
State, and along and through all or any of the roads, 
pikes and public highways of the counties of the State, 
and to supply the inhabitants of the cities and towns and 
counties of this State with electric heat and power. And 



—123— 

for the purpose of placing and extending such electric 
wires and conductors, said company may take up the 
pavement or sidewalks of said streets, lanes and alleys, 
or make any necessary excavations along and through all 
or any of said roads, pikes and public highways, after 
permission has first been obtained from the taxing district 
authorities in corporate towns, cities or counties ; Pro- 
vided, that said pavements and sidewalks shall be taken 
up and all excavations made, whether along and through 
the streets, lanes and alleys of the cities and towns or 
along and through the roads, pikes and public highways 
of the counties, in such manner as to give the least in- 
convenience to the public, and that the same shall be 
replaced with all convenient speed by and at the expense 
of such company, in as substantial manner as found 
before taken up. 

Sec. 4. Be it further enacted, That if any person shall 
injure or destroy any portion of the fixtures or works, or Damages, 
property of the company or companies organized under 
this Act, such person or persons shall be liable to the 
company for all damages sustained in consequence of 
such act or injury. 

Sec. 5. Be it further enacted, That said company or 
companies organized hereunder are hereby empowered Power of 
and authorized to condemn and take such lands as may condemnation. 
be necessary for the establishment of their reservoirs, 
ponds, dams and works, and the right of way through all 
lands between their reservoirs, ponds, dams and works, 
and the cities and towns, and other points at which their 
Hght, heat and power may be consumed, to place and ex- 
tend their electric wires and conductors, either under- 
ground or on poles overhead, and keep the same in re- 
pair; Provided, that such wires and conductors shall be 
placed in such manner as to do as little injury to the 
property of private persons as possible; And provided, 
further, that said company or companies shall make com- 
pensation to the owners of the real estate condemned or 
taken, or through which the wires and conductors may 
be placed or extended. If the owner and company can- 
not agree upon the amount of compensation which should 
be paid, the same shall be assessed in the manner pro- 
vided by the Code of Tennessee, 1315 to 1348. 

Sec. 6. Be it further enacted. That said corporation or 
companies are hereby vested with all the powers and 
privileges and governed by the restrictions incorporated 
in Section 5 of said Act, approved March 23d, 1875, 
Chapter 142. 



-124— 

Sec. 7. Be if further enacted, That all laws and parts 
of laws in conflict with this Act be and the same are 
hereby repealed. 

Sec. 8. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed :Mav 14, 1895. 

ERNEST PILLOW, 
Speaker of the Senate. 

JOHN A. TIPTON, 

Speaker of the House of Representatives. 

Approved ^lav 14. 1895. 

P. TURNEY, 

Governor. 

CHAPTER 111. 

[Senate Bill Xo. 71.] 

AX ACT to authorize the incorporation of bar and library asso- 
ciations, and to define their powers. 

Section 1. Be it oiacted by tJie General Assembly of 
Bar and ffj^ State of Tcunessec, That from and after the passas^e 

library .,..■' ,, .1 r 

associations. 01 this Act, any nve or more persons, over the age oi 
twenty-one years, who are members of the bar of the 
various courts of Tennessee in good standing, desiring 
to form a corporation for the purposes of bar and li- 
brary associations, may copy the form of charter here- 
in set forth, filling in the necessary blanks, and append 

rp°piTca*tfon ^^ ^^^^ same an application in these words : " We, the 
undersigned, apply to the State of Tennessee, by virtue 
of the laws of the land, for a charter of incorporation, 
for the purposes and with the powers declared in the 
foregoing instrument and laws of Tennessee. Witness 

our hands the day of " 

Sec. 2. The said instrument when probated as here- 

Charter to be inaftcr orovided, with application, probates and certif- 

registered. . . . ^ 

icates, shall be registered in the county where the prin- 
cipal office of the corporation is situated, and also reg- 
istered in the office of the Secretary of State, and a 
certificate of registration, given by the Secretary of 
State, under the great seal of the State, when registered 
in the Register's office of said county, with the facsimile 
of said seal, complete the formation of said bar and 
library association, as a body politic ; and the validity of 
the same in any legal proceeding shall not be collater- 
ally questioned. Any corporation, created under and by 
authority of this Act, desiring to change its name, in- 



—125— 

crease its capital stock, or obtain additional powers, 
shall have the right to do so in the method prescribed 
by Chapter 163 of the Acts of 1883, and carried into 
IMilliken and Vertrees' Code as Section 1695. 

Sec. 3. Be it further enacted, That any bar and li- 
brary association now in existence may obtain the benefit 
of this Act and charter by making an application as pro- 
vided for in this Act for the organization of new asso- 
ciations. 

Sec. 4. Be it further enacted, That the charter for a Form of 
bar and library association shall be as follows : charter. 

State of Tennessee. 
Charter of Incorporation. 

Be it known that (here insert the names of five or 
more persons, members of the bar -of the courts of Ten- 
nessee not under the age of twenty-one years) are here- 
by constituted a body politic and corporate by the 
name and style of (here insert the name of the corpora- 
tion), for the purpose of conducting the business in- 
cident to bar associations, the improvement and eleva- 
tion of the members of the bar ; the creation, support, 
maintenance, and enlargement of a library for the use 
of the members of the bar and such other persons as 
shall be admitted thereto by the by-laws of such cor- 
poration ; the purchase and improvement of ground, and 
the erection and maintenance of a building or building- 
thereon, on w^hich and in which to conduct the business 
of said bar and library association, or to rent and fur- 
nish such building and ground as may be necessary fof 
the proper transaction and conduct of the business of said 
corporation. 

Sec. 5. Be it further enacted, That the general powers 
of this corporation are (here insert Section 5 of Chapter Powers of 
142 of the Acts of 1875) ; said corporation may admit '^°''p°'^'^°°' 
to its membership such persons, members of the bar 
of Tennessee, and in such manner and on such con- 
ditions as shall be prescribed by its by-laws; fix the 
amount of its capital stock and provide the terms of 
payments thereof, and the amount of each share, but 
all moneys raised and all profits derived from the use 
of the grounds, buildings and library or other property 
of this corporation shall be invested in the enlargement 
and improvement of the library or other property of 
the corporation, or the purchase of furniture, improve- 
ment of the library, or the purchase of furniture for 
the use thereof, or the purchase or improvement of real 
estate for the use of said corporation, and no dividends 



—126— 

shall be declared upon the shares of stock ; but in the 
event of a dissolution of the corporation in the meth- 
ods prescribed by law, after payment of the debts of 
said corporation, the property shall be sold, and the 
avails thereof shall be divided among the shareholders 
in proportion to the number of shares held by each. 
This corporation shall have the further power to buy 
such books, furniture, lease or purchase such land and 
buildings, or erect the same, as may be necessary in con- 
ducting the business, and carrying out the object for 
which such corporation is created. It shall also enjoy 
all the privileges and be subject to all the obligations now 
granted and imposed by the laws of Tennessee governing 
corporations, subject, however, to the restrictions herein 
enumerated. 

Sec. 6. Be it further enacted, That this Act be in force 
and take effect from and after its passage, the public 
welfare requiring it. 

Passed February 1, 1897. 

JOHN THOMPSON, 

Speaker of tJie Senate. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

Approved Februarv 4. 1897. 

ROBT. L. TAYLOR, 

Governor. 



CHAPTER 116. 
[Senate Bill Xo. 83.] 

AN ACT to permit incorporated companies chartered under the 
Act entitled "An Act to provide for the organization of cor- 
porations," passed March 19, 1875, approved Alarch 23, 1875, 
or under any Act amendatory or subsequent thereto, to amend 
their charters in the manner provided by law for amending 
charters of incorporations granted by the Legislature, and to 
legalize and declare valid amendments to charters made under 
the Act of 1883, since the repeal of that Act by the Act of 1893. 

Section 1. Be it enacted by the General Assembly of 

Corporation the State of Tennessee, That the stockholders of any 

amended ^°^^ Corporation, organized under a charter obtained under 

the provisions of the Act entitled ''An Act to provide 

for the organization of corporations," passed March 

19, 1875, approved IMarch 23, 1875, and being Chapter 



— 12f— 

142 of the Acts of 1875, or organized under a charter 
obtained under any Act amendatory to said Act or sub- 
sequent thereto, who may desire to change the name 
of such corporation, increase its capital stock, or ob- 
tain any power granted either by said Chapter 142 of 
the Acts of 1875, or by any Act amendatory or subse- 
quent thereto, shall have the right to do so under and 
in the manner provided by Section 19 of said Chapter 
142 of the Acts of 1875, which provides for the amend- 
ment of charters granted by the Legislature, and with 
the like effect as therein provided ; Provided, that this 
Act shall in no way apply to or affect corporations 
where suits have already been brought to declare their 
charters void, and shall have no effect on any kind of 
litigation or suits now pending against such corpora- 
tions, for any purpose. "All amendments to charters 
under the Act passed March 23, approved March 27, 
1883, being Chapter 163 of said Acts, procured since 
the repeal of said Act of 1883, by the Act passed March 
3, 1893, approved April 7, 1893, being Chapter 146, of 
said Acts of 1893, be, and the same are hereby, legalized 
and declared valid." 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 5, 1897. 

JOHN THOMPSON, 

Speaker of the Senate. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives- 

Approved February 10, 1897. 

ROBT. L. TAYLOR, 

Governor. 

CHAPTER 78. 

[House Bill No. 8.] 

AN ACT to amend Chapter 18 of the Acts of 1883, entitled "An 
Act to protect employees and day laborers of corporations and 
partnership jfirms against the insolvency of such corporations 
and firms, and to give laborers and employees of corporations 
and firms a first lien upon corporate and partnership property 
for services. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 18 of the Acts of 
1883, be so amended as to read as follows: That here- 



—1^28— 

Employees' after all employees and laborers of any corporation or 

lien for labor, partnership firm doing or carrying on any corporate or 

partnership business within the State of Tennessee, shall 

have a lien upon the corporate or firm property of every 

character and description, for any sums due them for 

their labor and service performed for such corporation 

or partnership, and that such lien shall prevail over all 

other liens, except the vendor's lien or the lien of a 

mortgage, or deed of trust to secure purchase money, 

and other liens created before the passage of this Act. 

Sec. 2. Be it further enacted, That no corporation or 

L°te"t of^iien. partnership doing business in this State, shall have the 

power to execute a mortgage or deed of trust or other 

instrument creating a prior lien upon the property of 

such corporation to that hereby created in favor of the 

employees and laborers, except to secure purchase money. 

The lien herein created however shall only extend to 

and protect such claims as may have accrued within three 

months of the bringing of any suit for the enforcement 

thereof, and shall continue during the pendency of any 

suit brought for its enforcement, and the same may be 

enforced by attachment as mechanic's liens are enforced. 

Sec. 3. Be it furtJier oiacted, That this Act take effect 

at and from its passage, the public welfare requiring it. 

Passed February 9, 1897. 

JOSEPH W. BYRNS, 
Speaker pro I em. of the House of Representatives. 

JOHN THOMPSON, 
Speaker of the Senate. 

Approved February 10, 1897. 

ROBT. L. TAYLOR, 

Governor, 

CHAPTER 32. 
[House Bill No. 110.] 

AX ACT to require applicants for charters of incorporations, 
or amendments thereto, to fix the amount of the capital stock, 
of the corporation for which charter is sought in the charter 
or amendment, and to pay a privilege tax upon the charter, 
graded by the amount of capital stock. 

Section 1. Be it enacted by the General Assembly of 
of°the capiSr^^'^ State of Tennessec, That all persons applying to the 
fncrease"o£ the ^^^^^ ^^ Tcnncssee for any charter of incorporation to be 
same. Organized for profit shall fix in the charter applied for 



—129— 

the amount of the capital stock of the proposed incor- 
poration and any corporation already chartered or that 
may hereafter be chartered making application for an 
amendment to its charter shall on such amendment fix 
the proposed increase of the capital stock, and no cor- 
poration now or hereafter created shall increase its cap- 
ital stock except by an amendment to its charter, which 
amendment shall be made in the manner now or here- 
after provided by law. And all persons applying for 
charters of incorpo^-ation, and all corporations applying 
for amendments to their charters shall pay to the Secre- 
tary of State as a privilege tax for the granting of such 
charter or amendment one-tenth of one per centum upon ^"^'^^^^ *^- 
the capital stock so fixed in the charter applied for or 
upon the increase of the capital stock sought to be made 
by the amendment to the charter ; and the Secretary of 
State shall not grant any charter or any amendment in- 
creasing the capital stock unless said privilege tax is 
paid, and he shall account for and pay into the treas- 
ury of the State all moneys so received by him monthly, 
making a report under oath of the amount so collected. 

Sec. 2. Be it further enacted, That the privilege tax 
herein provided for shall be in lieu of all other privilege other^taxes. ^ 
taxes upon granting charters of incorporations or amend- 
ments thereof ; and that this Act take effect from and 
after its passage, the public welfare requiring it. 

Passed March 18, 1897. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

JOHN THOMPSON, 

Speaker of the Senate. 

Approved April 30, 1897. 

ROBT. L. TAYLOR, 

Governor. 



—UO— 
CHAPTER 25. 

[Senate Bill Xo. 3.] 

AN ACT to postpone the foreclosure of certain mortgages or 
trust deeds, and validate contracts heretofore made by foreign 
corporations in this State, where such corporations failed to 
comply with the requirements of Chapters 95 and 122 of the 
Acts of 1891, and Chapter 31 of the Acts of 1877, providing 
that any such corporation desiring to own property or to carry 
on business in this State shall file a copy of its charter in the 
office of the Secretary of State, and cause an abstract of the 
same to be recorded in the office of the Register, in each county 
in which such company desires ta carry on business or own 
propertv, passed Mav 9, 1895, and approved May 10, 1895, being 
Chapter 119 of Acts of 1895. 

Section 1. Be it enacted by the General Assembly of 
MaV 9, 1895, ^^'<^ State of Tennessce, That the Act passed May 9, 1895, 
amended. ' approved Mav 10, 1895, and being Chapter 119 of Acts 
of 1895, and entitled, **An Act to postpone the fore- 
closure of certain mortgages or trust deeds, and to vali- 
date contracts heretofore made by foreign corporations 
in this State, where such corporations failed to comply 
with the recjuircments of Chapters 95 and 122 of the 
Acts of 1891, and Chapter 31 of the Acts of 1877, pro- 
viding that any such corporation desiring to own prop- 
erty, or carry on business in this State shall file a copy 
of its charter in the office of the Secretary of State, and 
cause an abstract of the same to be recorded in the office 
of the register in each county in which such company 
desires to carry on business or own property," be, and is 
hereby amended by adding after the words, or shall, 
within four months after the passage of this Act, so file 
such charter and abstracts of the same. 

In the first section of said Act the words " or to such 
foreign corporations, as in good faith, shall before Sep- 
tember 9, 1895. have complied with the provisions of 
Chapter 122 of Acts of 1891, as modified and amended 
by the provisions of Chapter 81 of Acts of 1895, entitled, 
''An Act to amend Sections 2, 3 and 4 of An Act passed 
March 21, 1891, being Chapter 122 of said Acts," etc. 
Sec. 2. Be it further enacted, That all laws and parts 
Repeal. of laws as are in conflict with the provisions of this Act 

be, and the same are to the extent of said conflict, hereby 



Amendment. 



—131— 

repealed ; and that said Act take effect from and after 
its passage, the pubHc welfare requiring. 
Passed March 22, 1897. 

JOHN THOMPSON, 

Speaker of the Senate. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 



Approved March 24. 1897. 

ROBT. L. TAYLOR, 



Governor. 



CHAPTER 18. 

[Senate Bill No. 410.] 

AN ACT to prohibit the use of funds belonging to corporations 
for electioneering, political or campaign purposes, and to pun- 
ish all representatives of corporations who so use or consent to 
the use of corporate funds for this purpose. 

Section 1. Be it enacted bv the General Assembly of 
the State of Tennessee, That it shall be unlawful for the Jf^e^oTp^Jat"'" 
executive officers or other representatives of any cor- funds, 
poration doing business within this State, to use any 
of thp funds, rnoneys or credits of the corporation fur 
the purpose of aiding either in the election or defeat of 
any candidate for office, national. State, county or mu- 
nicipal, or for the purpose of aiding in the success or 
defeat of any proposition submitted to a vote of the 
people, or in any way contributing to the campaign fund 
of any political party, for any purpose whatever. 

Sec. 2. Be if further enacted, That every executive 
officer, agent, or other representative of any corpora- ^^"^'^y- 
tion, doing business within this State, who shall know- 
ingly consent to, approve, or aid in the use of the fund 
of a corporation, for any of the purposes mentioned in 
Section 1, of this Act, shall be deemed guilty of a mis- 
demeanor, and upon conviction shall be fined not less 
than five hundred dollars, nor more than two thousand 
dollars, and shall be imprisoned in the county jail or work- 
house not less than two nor more tlfan six months. 

Sec. 3. Be it further enacted, That the grand juries 
of this State be given inquisitorial powers over all vio- 
lations of this Act, and that the Circuit and Criminal 
Court Judges of this State be required to give this mat- 



132- 



ter specially in charge to the grand jury at each term of 
their courts. 

• Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 5, 1897. 

JOHN THOMPSON, 

Speaker of the Senate. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representath'cs. 



Approved April 29. 1897. 

ROBT. L. TAYLOR, 



CHAPTER 10. 



Governor. 



Senate Bill Xo. 221. 



Fraternal 
beneficiary 
societies, 
what are. 



Funds, how 
derived. 



AX ACT to provide for the regulation of fraternal beneficiary 
societies incorporated and doing business in this State, whether 
chartered under the laws of this State or under the laws of 
other States, for the purpose of furnishing life, indemnity or 
pecuniary benefits to beneficiaries of deceased members, and to 
provide for the supervision and control of such societies in 
this State, and to repeal all laws now existing which conflict 
herewith. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That every incorporated associa- 
tion or society doing business in this State on the lodge 
system with ritual form of work and representative form 
of government for the purpose of making provisions for 
the payment of death benefits, formed and organized for 
the sole benefit of its members, and their beneficiaries, 
and not for profit, be, and the same is hereby declared to 
be a " fraternal beneficiary society or association," and 
any incorporated association or society, not doing busi- 
ness on the lodge system with ritualistic form of work, 
which shall show to the satisfaction of the insurance 
commissioners that its business is so conducted as to 
make it a fraternal beneficiary society or association with- 
in the true meaning of this Act, shall be permitted to do 
business in this State upon compliance with the provi- 
sions of this Act. * 

Sec. 2. Be it further enacted, That the fund from 
which the payment of benefits, as provided for in Section 
1 of this Act, shall be made, and the fund from which 
the expenses of said association shall be defrayed, shall 



—US- 
be derived from assessments or dues collected from its 
members. Such societies or associations shall be gov- 
erned by this Act, and shall be exempt from the provi- 
sions of all insurance laws of this State, and no law here- 
after passed shall apply to said societies unless it be 
expressly designated therein. 

Sec. 3. Be it further enacted, That such societies or 
associations doing business in this State, shall on or be-xo make 
fore the first day of March of each year, make and file^"""^' rtvor\s. 
with the insurance commissioner of this State, a report 
of its affairs and operations during the year ending on 
the 31st day of December immediately preceding, to- 
gether with a copy of its constitution and laws then in 
force, which annual report, shall be in lieu of all other 
reports required by any other law. Such report shall be 
on blanks provided by the insurance commissioner, and 
shall be verified under oath by the duly authorized of- 
ficer or officers of such society or association, and shall 
be published, or the substance thereof, in the annual re- 
port of the insurance commissioner, under a separate 
head, entitled, " Fraternal Beneficiary Societies," and for 
the filing of said report said society or association shall 
pay a fee of ten ($10.00) dollars. 

Sec. 4. Be it further enacted, That any such societies 
incorporated and organized under the laws of this State Meeting of 

^ • -i r .? ,- r •, 1-1 supreme body. 

may provide tor the meetmg oi its supreme legisla- 
ture, or governing body in any other State, province or 
territory, wherein said society - shall have subordinate 
lodges, and all business that has been heretofore, or may 
hereafter be transacted at such meetings, shall be as valid 
in all respects, as if such meetings were held within this 
State ; Provided, hozvever, that the principal business of- 
fice of such society shall always be kept within this State 
and never removed therefrom. 

Sec. 5. Be it further enacted. That any such fraternal 
beneficiary society as is defined by this Act, organized Reciprocity, 
and doing business under the laws of another State, dis- 
trict, province or territory, may be admitted to transact 
business in this State upon the same conditions as are 
prescribed by the laws of such State for the admission 
of like societies or associations, organized under the 
laws of this State, to do business in such State, district, 
province or territory. 

Sec. 6. Be it further enacted, That all laws or parts 
of laws in conflict with this Act are hereby repealed. 



—134— 

Sec. 7. Be it further enacted, That this Act shall be in 
force from and after its passage, the public welfare re- 
quiring it. 

Passed April 10, 1897. 

JOHN THO^IPSON. 

Speaker of tJie Se>iate. 

MORGAN C FITZPATRICK, 
Speaker of the House of Representatives. 



Approved April 30, 1897. 

ROBT. L. TAYLOR, 



Governor. 



CHAPTER 17. 

[House Bill Xo. 108.] 

AX ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875, so as to provide for the organization of corporations 
for the laundrv business. 



Laundry 
corporations 
may be 
chartered. 



Form of 
charter. 



Section 1. Be it enavted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts 
of 1875, entitled "An Act to provide for the organiza- 
tion of corporations," passed ^larch 19, 1875, be, and 
the same is hereby, amended so as to provide for the or- 
ganization of corporations for carrying on the laundry 
business. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for a laundry corporation shall be as follows : 

State of Tennessee — Charter of Incorporation. 

Be it known. That (here insert the names of five or 
more persons, not under the age of twenty-one years, 
applying for the charter), are hereby constituted a body 
politic and corporate under the name and style of (here 
insert the name of the corporation), with a capital stock 
of (here insert the amount of the capital), and for the 
purposes usual and appropriate to the laundry business. 

The general powers of said corporation are (here in- 
sert the powers as contained in Section Five (5) of said 
Act of 1875, Chapter 142). 



—135— 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed January 18, 1899. 

JOSEPH W. BYRNS, 

Speaker of the House of Representatives. 

SEID WADDELL, 

Speaker of the Senate. 

Approved January 21, 1899. 

BENTON McMILLIN, 

Governor. 



CHAPTER 11. 

[House Bill No. 210.] 

AN ACT requiring all persons, firms, corporations, and compa- 
nies using coupons, scrip, punchout, ' store orders, or other 
evidence of indebtedness to pay laborers and employees for 
labor, or otherwise to reduce the same in good and lawful 
money of the United States in the hands of their employees, 
laborers, or a bona fide holder, and to provide a legal rem- 
edy for collection of same in favor of said laborers, em- 
ployees and such bona fide holder. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all persons, firms, corpo- Redemption of 

1 • • • 1 ^ scrip, etc., 

rations and companies using coupons, scrip, punchouts, how. 
store orders, or other evidences of indebtedness to pay 
their or its laborers and employees, for labor or other- 
wise, shall, if demanded, redeem the same in the hands 
of such laborer, employee or bona fide holder in good and 
lawful money of the United States ; Provided, the same 
is presented and redemption demanded of such person, 
firm, company or corporation using same as aforesaid, 
at a regular pay day of such person, firm, company or 
corporation to laborers or employees, or if presented and 
redemption demanded as aforesaid by such laborers, em- 
ployees, or bona fide holders at any time not less than 
thirty days' from the issuance or delivery of such coupon, 
scrip, punchout, store order or other evidences of indebt- 
edness to such employees, laborers or bona fide holder. 
Such redemption to be at the face value of said scrip, 
punchout, coupon, store order or other evidence of in- 
debtedness ; Provided, further, said face value shall be 
in cash the same as its purchasing power in goods, wares 
and merchandise at the commissary company store or, 



Action for 



—136— 

other repository of such company, firm, person or cor- 
poration aforesaid. 

Sec. 2. Be it further enacted, That any employee, 
laborer or bona fide holder referred to in Section 1 of 
this Act, upon presentation and demand for redemp- 
tion of such scrip, coupon, punchout, store order or 
other evidence of indebtedness aforesaid, and upon re- 
fusal of such person, firm, corporation or company to 
redeem the same in good and lawful money of the 
United States, may maintain in his, her or their own 
Ademption, name an action before any court of competent juris- 
diction against such person, firm, corporation or com- 
pany, using same as aforesaid for the recovery of the 
value of such coupon, scrip, punchout, store order or 
other evidence of indebtedness, as defined in Section 1 
of this Act. 

Sec. 3. Be it further enacted. That nothing herein in 
lega'Lcd.* this Act Contained is to be so construed as to legalize the 
issuance or use of scrip. That all laws in conflict with 
this Act be, and the same are hereby, repealed. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 17, 1899. 

JOSEPH W. BYRNS, 
Speaker of the House of Representatives. 

J SEID WADDELL, 

Speaker of the Senate. 

Approved March 23, 1899. 

BENTON McMILLIN, 

Governor. 



CHAPTER 187. 

[Senate Bill Xo. 29.] 

AN ACT to provide a good and sufficient form of anthentica- 
tion or acknowledgment for record of a deed or other instru- 
ment in writing, executed by a corporation, with or without a 
seal. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the anthentication or ac- 
knowledgment for record of a deed or other instrument 
in writing executed by a corporation, whether it has a 
seal or not, shall be good and sufficient, when made in 
substantially the following form : 



—137— 

State of 

County of 

Before me the State and 

county aforesaid, personally appeared 

, with whom I am personally ac- 
quainted, and who, upon oath, acknowledged himself to 
be the president (or other officer authorized to execute 

the instrument) of the 

the within named bargainor, a corporation, and that he 

as such , being authorized so to do, 

executed the foregoing instrument for the purpose there- 
in contained, by signing the name of the corporation by 
himself as 

Witness my hand and seal, at office in 

this day of 

Sec. 2. Be it further enacted, That this Act take efifect 
from and after its passage, the public welfare requiring it. 

Passed March 21, 1899. 

SEID WADDELL, 

Speaker of the Senate. 

JOSEPH W. BYRNS, 
Speaker of the House of Representatives. 

Approved March 27, 1899. 

BENTON McMILLIN, 

Governor. . 



CHAPTER 431. 
[Senate Bill No. 422.] 

AN ACT to impose taxes upon corporations, associations, and 
joint stock companies chartered or incorporated under the 
laws of any other State or country, for the privilege of com- 
ing into this State for the purpose of doing business here, 
and to provide for the collection of the same and the pay- 
ment thereof into the State treasury. 

Be it enacted by the General Assembly of the State of 
Tennessee: 

Section 1. That the coming into this State of any 
corporation, association, or joint stock company char- 
tered or incorporated under the laws of any other State 
or county, for the purpose of doing business here, is 
hereby declared and made a privilege. 

Sec. 2. That every corporation, association, or joint 
stock company chartered or incorporated under the laws 
of any other State or country, and having a capital stock, 



—138— 

shall pay into the office of ^ the Secretary of State, for 
the use of the State, upon filing a copy of its charter as 
required by Chapter 31 of the Acts of 1877, and Chap- 
ter 122 of the Acts of 1891, a tax of one hundred dollars 
for the privilege of coming into this State for the pur- 
pose of doing business here ; Provided, that insurance 
companies shall be credited by the amount of fees paid 
to the insurance commissioner upon entering the State 
to do business. 

Sec. 3. That it shall be the duty of the Secretary of 
State to report and pay to the State Treasurer, quarterly, 
all taxes collected under this Act. 

Sec. 4. That this Act take effect from and after its 
passage, the public welfare requiring it. 

Passed April 18. 1899. 

SEID W'ADDELL, 

Speaker of the Senafe. 

JOSEPH W. BYRNS, 

Speaker of the House of Representatives. 

Approved April 24. 1809. at 6:35 P.:\l. 

BENTON Mc:\nLLIX, 

Goz'ernor. 



CHAPTER 304. 
[Senate Bill Xo. 91.] 

AN ACT to amend an Act entitled, "An Act to provide for the 
organization of corporations," passed March 19. 1875, and ap- 
proved Alarch 23, 1875. being Chapter 142, of the compilation 
of the Acts of the General Assembly of the State of Tennes- 
see, of 1875, so as to allow corporations organized for the 
purpose of carrying on trade of merchants, to buy and sell 
and deal in agricultural products, and to buy and sell and 
deal in merchandise. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 12 of Chapter 142, 
of the Acts of the General Assembly of the State of 
Tennessee, passed ]\Iarch 19, 1875, and approved Alarch 
23, 1875, entitled, "An Act to provide for the organiza- 
tion of corporations," be, and the same is hereby, amended 
as follows : Corporations organized for the purpose of 
carrying on the trade of merchants are hereby author- 
ized and empowered to buy and sell and deal in agri- 
cultural products, and to buy and sell and deal in mer- 
chandise. 



—139— 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 21, 1899. 

SEID WADDELL, 

Speaker of the Senate. 

JOSEPH W. BYRNS, 

Speaker of the House of Representatives. 

Approved April 22, 1899. 

BENTON McMILLIN, 

Governor. 



CHAPTER 101. 

[Senate Bill No. 20.] 

AN ACT to amend 'An Act to amend an Act entitled An Act 
to provide for the organization of corporations,' passed March 
19, 1875, and approved March 23, 1875, being Chapter 142 of 
the Acts of 1875, so as to provide by general law for the or- 
ganization of companies or corporations to purchase, own, im- 
prove, use, occupy, rent, lease and enjoy real estate, not ex- 
ceeding in amount or size a lot or parcel of ground one hun- 
dred and fifty feet square, and convey the same." Passed 
March 28, 1885, and approved April 2, 1885, and being Chap- 
ter 78, of the Acts of 1885, so as to authorize and allow all 
corporations heretofore or hereafter organized under said Act 
to purchase, improve, use, occupy, rent, lease and enjoy real 
estate not exceeding in amount or size a lot or parcel of 
ground four hundred feet square and convey the same. 

Section 1. Be it enacted by the General Assembly of 
thv State of Tennessee, That Section 1 of an Act passed 
March 28, 1885, and approved April 2, 1885, entitled "An 
Act to amend an Act entitled 'An Act to provide for the 
organization of corporations,' passed March 19, 1875, 
and approved March 23, 1875, being Chapter 142 of the 
Acts of 1875, so as to provide by general law for the 
organization of companies or corporations to purchase, 
own, improve, use, occupy, rent, lease and enjoy real 
estate, not exceeding in amount or size, a lot, or parcel of 
ground one hundred and fifty feet square, and convey 
the same," being Chapter 78 of the Acts of the General 
Assembly of 1885, be, and the same is hereby so amended 
as to authorize and provide for the organization and 
chartering of companies or corporations to purchase, 
own, improve, use, occupy, rent, lease and enjoy real es- 
tate for individual profit, and to sell or otherwise convey 
the same ; Provided, that no corporation created by or 
organized under said Act as now amended shall own at 



— 14G— 

any one time a greater amount of real estate than a lot 
or parcel of ground 400 feet square. 

Sec. 2. Be if further enacted, That the form of charter 
prescribed by Section 2 of said Act be and the same is 
hereby so amended as to provide as follows : 

State of Tennessee — Charter of Incorporation. 

Be it known, That (here insert the names of five or 
more persons, not under twenty-one years of age, apply- 
ing for the charter) are hereby constituted a body politic 
and corporate by the name and style of (here insert 
name), for the purpose of purchasing, owning, improv- 
ing, using, occupying, renting, leasing, enjoying and con- 
v-eving real estate, not exceeding in amount and size a lot 
or parcel of ground four hundred feet square. The gen- 
eral powers of said corporation are as follows: (here 
insert the general powers as contain in Section Five (5) 
of said Act of Assembly, passed March 19, 1875, Chan- 
ter 142, of the Acts of 1875. on pages 236, 237 and 23B 
of said Acts, entitled **An Act to provide for the organi- 
zation of corporations "). 

Sec. 3. Be it further enacted. That all corporations 
which have heretofore been organized under said Chap- 
ter 7^, Acts of the General Assembly of 1885. shall have 
the power, and are now authorized to ]:)urchase. own, im- 
prove, use, occupy, rent, lease, enjoy and convey real es- 
tate, not exceeding in amount or size, a lot or parcel of 
ground of four hundred feet square. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 11, 1901. 

XEWTOX H. WHITE, 
Speaker of the Senate. 

E. B. WILSOX, 
Speaker of the House of Representatives. 

Approved ^larch 13, 1901. 

BEXTOX McMILLIX, 

Governor. 



—141— 
CHAPTER 125. 

[Senate Bill No. 225.] 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875, so as to provide for the organization of corporations 
for building or purchasing, owning, maintaining, equipping, 
furnishing and operating tabernacles or other public buildings. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
the General Assembly of 1875, entitled "An Act .to pro- 
vide for the organization of corporations," be and the 
same is hereby amended so as to provide for the organi- 
zation of corporations for building or purchasing, own- 
ing, maintaining, equipping, furnishing and operating tab- 
ernacles or other public buildings to be used for public 
purposes, such as public worship, religious exercises, lec- 
tures, public speaking, musical entertainments, educa- 
tional or other public purposes, of like character, to be 
designated by a majority of the Board of Directors. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for said corporation shall be as follows : 

" State of Tennessee : 

''Be it known, That (here insert the names of not less 
than five, nor more than fifty persons, no one of whom 
shall be under the age of twenty-one years) are hereby 
constituted a body politic and corporate, •under the name 
and style of (here insert name), for the purpose of (here 
state the purposes and objects of the corporation). 

'* Said corporation shall have and may exercise all the 
rights, powers and privileges conferred by general laws 
of this State upon corporations for general welfare. 

" We, the undersigned, apply to the State of Tennessee 
by virtue of the laws of the land for a charter of incor- 
poration for the purposes and with the powers declared 
in the foregoing instrument. 

" Witness our hands the — day of ." 

(To be signed by applicants.) 

Sec. 3. Be it further enacted, That corporations or- 
ganized under this Act shall be for public welfare only, 
and not for private profit, and shall have all rights, pow- 
ers and privileges conferred by law upon corporations 
organized for public welfare. And all net funds realized 
by said corporation shall be devoted to purposes of public 
welfare in such manner as the Board of Directors shall 
order. 



—142— 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed April 2, 1901. 

XEWTOX H. WHITE, 
Speaker of the Senate. 

E. B. WILSON, 

Speaker of tJie House of Representatives. 

Approved April 6, 1901. 

BEXTOX McMILLIN, 

Goz'er)wr. 



CHAPTER 127. 
[Senate Bill Xo. 19.] 

AX ACT to validate contracts and purchases of property here- 
tofore made by foreign mining- and manufacturing corpora- 
tions in this State engaged in mining and smelting ores other 
than iron and coal, where such corporations have now com- 
plied with the requirements of the several Acts of this State 
authorizing foreign corporations to do business in this State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the contracts and purchases 
of all foreign mining and manufacturing corporations 
which have engaged in mining and smelting ores other 
than iron and coal, created or organized by any State or 
government other than that of this State, that have here- 
tofore in fact engaged in said corporate business in this 
State, made contracts or purchased property in this State, 
after the passage of the Act of 1877, Chapter 31, and 
have now complied with the said Act and amendments 
thereof, shall be as valid and binding in all respects as if 
they had complied with the provisions of said Act prior 
to the making of said contract or purchase of said prop- 
erty ; Provided, hozvez'er, that each of said corporations 
shall pay to the Secretary of State for the benefit of the 
State, the sum of $250 as a penalty for failure to com- 
ply in time with the law, said penalty being in addition to 
the privilege tax required of such corporation ; Provided, 
that this Act shall not apply to any contracts made by 
such corporation or property claimed by it concerning 
or about which a litigation is now pending in any of the 
courts of this State atiecting the title thereto. 



—143— 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the pubhc welfare requiring it. 
Passed April 3, 1901. 

NEWTON H. WHITE, 
Speaker of the Senate. 

E. B. WILSON, 

Speaker of the House of Representatives. 

Approved April 6, 1901. 

BENTON McMILLIN, 

Governor. 



CHAPTER 138. 
[Senate Bill No. 144.] 

AN ACT to amend an Act entitled 'An Act to provide for the 
organization of corporations," passed March 19, 1875, and to 
provide for the organization of flume companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act entitled "An Act 
to provide for the organization of corporations," passed 
March 19, 1875, be so amended that any five or more 
persons may apply for and obtain a charter for the build- 
ing and operation of flumes. 

Sec. 2. Be it further enacted. That the form of said 
charter shall be as follows : 

State of Tennessee — Charter of Incorporation. 

Be it knozvn, That (here insert the names of five or 
more persons not under twenty-one years of age), are 
hereby constituted a body politic and corporate, by the 
name and style (here insert name of corporation) for the 
purpose of organizing, operating and equipping flumes, 
the general powers, provisions and restrictions applicable 
to said corporation are (here set forth powers as set 
forth in Section 5, Chapter 142, of the Act of March 19, 
1875), said corporation shall have the power to erect, 
equip and operate flumes for the reception of and pas- 
sage of water, for the floating of lumber, tan bark, and 
to do and perform the general duties of common carriers 
of goods, so far as practicable ; and said corporation shall 
have the right to lease or purchase all necessary real es- 
tate for the erection of buildings as is necessary to tarry 
on its business. 



—144— 

Sec. 3. Be it fitrtJier enacted, That all corporations or- 
ganized under the provisions of this Act shall have the 
right to construct, equip and operate flumes, and for this 
purpose shall have the right to condemn a right of way not 
more than thirty feet over the lands of private individ- 
uals in pursuance of the general law authorizing condem- 
nation of the easement of right of way for works of 
internal improvement as set forth in Sections 1325 to 
1348 inclusive, in the Code of Tennessee. 

Sec. 4. Be it further enacted, That all flume compa- 
nies organized under the provisions of this Act shall have 
the right to exact and receive the same tolls or freight 
rates for the transportation of goods as other common 
carriers. 

Sec. 5. Be it fiirtJier oiactcd, That the companies or- 
ganized hereunder shall furnish equal facilities to all per- 
sons, and shall not discriminate in services, in charges 
nor otherwise, either for or against any person, and shall 
be charged with all the duties, responsibilities and liabil- 
ities which other quasi public corporations are now 
charged in the State of Tennessee. 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 16. 1901. 

NEWTON H.WHITE, 
Speaker of the Senate. 

E. B. WILSON, 
Speaker of tJie House of Representatives. 

Approved April 19, 1901. 

BENTON McMILLIN, 

Governor. 



CHAPTER 167. 

[Senate Bill No. 411.] 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, and ap- 
proved March 23, 1875, being Chapter 142, of the Acts of 1875, 
so as to provide by general law for the organization of com- 
panies or corporations for the purpose of establishing, im- 
proving and beautifying public parks. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act passed March 19, 
1875, and approved :\Iarch 23, 1875, entitled ''An Act 
to provide for the organization of corporations," being 



—145— 

Chapter 142, of the Acts of 1875, of the General Assem- corporatic 
bly of Tennessee, and carried into iMilHken & Vertrees' 
Code of Tennessee, from Sections 1691 to 1990, inclu- 
sive, be, and the same is hereby amended so as to author- 
ize and provide for the organization and chartering of 
companies or corporations in the State of Tennessee, to 
establish, improve and beautify public parks, and to 
purchase, own, lease and improve such real estate as they purpos^i! 
may see proper for the purpose of such corporations ; 
erect machinery thereon for the purpose of supplying 
water and lights, and buy and hold such personal prop- 
erty as may be necessary for the purposes and uses of 
the corporations, sell, convey or mortgage by trust deed, 
or otherwise, any of such real or personal property ; issue 
bonds and secure the same in any manner it may deem 
proper, and do all other things necessary and proper to 
carry out the objects, purposes and interests of such cor- 
porations. 

Sec. 2. Be it further enacted, That the form of a char- 
ter of such corporation for the purpose of establishing, 
improving and beautifying public parks shall be as fol- 
lows : 

State of Tennessee — Charter of Incorporation. 

Be it known, That (here insert the names of five or 
more persons not under twenty-one years of age, apply- Form, 
ing for the charter), are hereby constituted a body politic 
and corporate, by the name and style of (here insert 
name), for the purpose of establishing, improving and 
beautifying public parks and to purchase, rent, or lease 
real estate and improve the same sufficient in amount to 
answer all the purposes of said corporation, with power 
to convey, sell or mortgage the same, or execute trust 
deed thereon and issue bonds, secured by mortgage or 
trust deed, and to erect such machinery thereon as shall 
be deemed necessary for the purpose of such corporation. 
The powers of said corporation, in addition to the fore- . 
going, shall be as follows : (here insert the general pow- 
ers as contained in Section 5 of said Acts of the General 
Assembly of Tennessee, passed March 19, 1875, and ap- 
proved March 25, 1875, being Chapter 142, of the Acts of 
1875, on pages 236-7-8, of said Acts, efititled "An Act to 
provide for the organization of corporations," and also 
the powers, and also the subject to the same provisions, 
limitations and restrictions, as carried into and con- 
tained in Milliken & Vertrees' Code of Tennessee, Sec- 
tions 1704-5-6-7-8-9-10-11-12-13-14-15-16-17-18-19-20-21- 
22-23, and other sections of the Code). 
10 



—146— 

Sec. 3. Be it further enacted, That the pubhc parks 

kept'^open^'^ cstabHshcd by corporations under this Act shall be kept 
open to the public at all times, under reasonable regula- 
tions, as the corporations may adopt for the preservation 
of order ; Provided, that the corporation shall have the 
right to let said park for the use of individuals, Sunday 
school and other picnics, musical entertainments, concerts, 
etc., for one day at a time, and at such times shall have 
the right to exclude all other persons. 

Sec. 4. Be it furtJier enacted, That the corporations or- 

Separate races. ^^^^i^^j Under this Act shall have the right to exclude ne- 
groes from parks established for white people, also the 
right to exclude white peo])le from parks established for 
negroes. 

I Sec. 5. Be it further oiacted, That in consideration 

that the parks herein ])rovided for are for the use and en- 
joyment of the public, such parks and the property ap- 
purtenant thereto be taxed as acreage property. 

Sec. 6. Be it further enacted, That the charter of 
companies or corporations provided for by this Act, shall 
be obtained in the manner pointed out in Section 26 of 
said Act, approved March 23, 1875, being Chapter 142, 
of the Acts of 1875. 

„.. , , Sec. 7. Be it further enacted, That no wine, malt or 

W ithout . . ,. 1111 111 1 -1 

liquors. Spirituous liquors shall be sold by the said corporation 

or within the limits of the said parks organized under this 
Act. 

Sec. 8. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 20. 1901. 

XEWTON H. WHITE, 
Speaker of the Senate. 

E. B. WILSON, 

Speaker of the House of Representatives. 

Approved April 22, 1901. 

BENTON McMILLIN, 

Governor. 



—147— 
CHAPTER 84. 

[House Bill No. 683.] 

AN ACT to amend the Act of 1875, Chapter 142, entitled "An 
Act to provide for the organization of corporations," and to 
provide for the organization of corporations to manufacture 
wood and bark into finished material ; to extract tannin and 
alcohol from wood and bark, and to utilize wood and bark 
for tanning and other purposes, and to provide 'means for 
transporting and hauling the same. 

Section 1. Be if enacted by the General Assembly of 
the State of Tennessee, That the Act of 1875, passed 
March 19, 1875, and approved IMarch 23, 1875, entitled 
"An Act to provide for the organization of corporations," 
being Chapter 142 of the said Acts of 1875, be, and the 
same is hereby amended so as to authorize and provide 
for the organization of corporations to manufacture lum- 
ber pulp, extract, w^ood alcohol, or any other article 
where wood or bark is used, as the raw material ; to erect 
mills and factories for the manufacture of the same, and 
for building wagon roads, tramways, and railroads 
necessary for the operation thereof, for the purchase and 
sale of real estate, and for the holding, leasing, and sell- 
ing the same. 

Sec. 2. Be it further enacted, That the powers of said 
corporation shall be the same as those conferred upon 
other manufacturing companies, as prescribed by said 
Act of 1875, Chapter 142, and in addition thereto shall 
have the right to purchase or receive by gift, timber, tim- 
ber lands, and other real estate, and tan bark necessary 
for its legitimate business. Said corporation shall have 
the right to build wagon roads, tramways, and railroads 
to its manufacturing plants or to navigable streams or 
railroads or other public or common carriers, and may 
acquire by purchase or donation rights of way over the 
lands of others, but no right or power of eminent domain 
is conferred upon said corporation, nor shall it be held 
or deemed a common carrier. 

Sec. 3. Be it further enacted, That the corporations 
herein provided for shall be subject to the general laws 
and statutes of Tennessee, except as herein particularly 
provided. 



—US- 
Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed April 23, 1901. 

E. B. WILSON, 
Speaker of the House of Representatives. 

NEWTON H. WHITE, 
Speaker of the Senate. 

Approved April 23, 1901. 

BENTON AIcMILLIN, 

Goveriwr. 



CHAPTER 27. 

[Senate Bill Xo. 88.] 

AX ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," approved March 23, 1875, so as 
to authorize the organization of wrecking and salvage corpo- 
rations to operate upon land, and to define the powers, duties 
and liabilities thereof. 

Section 1. Be if enacted by the General Assembly of 
the State of Tennessee, That the Act, the title of which is 
recited in the title of this. Act, be so amended as to pro- 
vide for the organization of corporations for the purposes 
of wrecking, salvage and repairing of houses, buildings, 
and structures of all kinds Ijy land, as hereinafter pro- 
vided. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for such wrecking and salvage company shall be as 
follows : 

State of Tennessee — Charter of Incorporation. 

" Be it known that (here insert the names of five or 
inore individuals not under the age of twenty-one years) 
are hereby constituted a body politic and corporate by 
the name and style of (here insert the name of the cor- 
poration) for the purpose of carrying on the business of 
wrecking, salvage and repairing of houses, buildings and 
structures of all kinds. 

*' The general powers of said corporation are (here 
General insert the powers, etc., as contained in Section 5 of the 

Act which this Act is intended to amend) and in addition 
thereto said corporation is authorized to engage in the 
wrecking, raising, repairing or saving of buildings, walls 



powers. 



—149— 

or parts of buildings or structures of whatever character 
or kind and their contents, and to remove same from 
place to place, and to purchase and sell any salvage or 
wreck or wrecking material. 

" Said corporation is also authorized to purchase and 
acquire all machinery, material and appurtenances neces- 
sary for the operation of said wrecking and salvage busi- 
ness, and to acquire and own real estate or such real and 
personal estate as may be necessary to said corporation in 
the operation of its business ; and to make such contracts, 
and to do all other such things as may be necessary or 
convenient for the promotion or conduct of same." 

Sec. 3. Be it further enacted, That the general duties 
and liabilities of said corporation shall be those pre- lYa^^j^i' 
scribed in Section 5 of the general Act for the organiza- 
tion of corporations, approved March 23, 1875, which 
this Act is intended to amend. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 3, 1903. 

ED. T. SEAY, 

Speaker of the Senate. 

L. D. TYSON, 
Speaker of the House of Representatives. 

Approved February 6, 1903. 

JAMES B. FRAZIER, 
Governor. 



CHAPTER 45. 

[Senate Bill No. 61.] 

A BILL to be entitled An Act to amend the Act of the Thirty- 
ninth General Assembly of the State of Tennessee, approved 
March 23, 1875, known as Chapter 142 of the Acts of 1875, 
entitled "An Act to provide for the organization of corpora- 
tions," so as to authorize and provide for corporations for the 
establishment and maintenance of hospitals for women and 
women alone. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act of the Thirty-ninth 
General Assembly of the State of Tennessee, known as 
Chapter 142 of the Acts of 1875, approved ]March 23, 
1875, and entitled "An Act to provide for the organiza- 
tion of corporations," be, and the same is hereby amended, 
so as to provide for the organization and creation of cor- 



Duties and 
ities. 



Form. 



—150— 

porations for the acquisition, erection and maintenance of 
charitable hospitals for the care and treatment of women 
and women alone ; and. 

Sec. 2. Be it further enacted, That such corporations 
may be created and organized by any five or more (count- 
ing by odd numbers) male citizens of Tennessee, execut- 
ing articles of incorporation in the form of a charter, as 
follows, viz. : 

State of Tennessee — Charter of Incorporation. 

Be it known that (here insert the names of the said 
five or more applicants or incorporators) be, and they are 
hereby constituted and incorporated a body politic and 
corporate, by the name and style of the (here insert the 
name of the corporation) for the purj^ose of operating, 
conducting and maintaining and with power to own, 
operate, conduct and maintain a hospital or hospitals for 
the care and medical and surgical treatment in Tennessee 
of women and women only : anrl to that end, the said cor- 
poration shall be organized and shall have power as fol- 
lows, namely : 

1. The general powers of this corjjoration arc, and they 
shall be, to sue and to be sued by the corporate name ; to 
have and to use a common seal, which it may alter at 
pleasure; if no common seal, then the signature of the 
name of the corporation by any duly authorized officer 
shall be legal and binding ; and, 

2. To acquire by purchase or otherwise, and hold, real 
estate and personal property necessary or proper for the 
transaction of its business, and the attainment of the 
objects and purposes of its incorporation, and mortgage 
and encumber, exchange or sell the same when deemed 
advisable ; and, 

3. To acquire, hold, receive and accept any real or per- 
sonal estate in payment of a debt, and by gift, devise or 
bequest ; and, 

4. To establish by-laws and make all rules and regula- 
By-iaws. tious, uot inconsistent with the laws and Constitution, 

deemed expedient for the management of corporate af- 
fairs ; and, 

5. To elect or appoint the boards and officers and 
Officers. agents hereinafter named, and such subordinate agents 

and officers as the business of the corporation may re- 
quire ; designate the name of the office and fix the com- 
pensation of the officer ; and, 

6. The general welfare of society, not individual profit, 
Purposes. is the objcct for which this charter is granted, and hence 

the members are not stockholders in the legal sense of the 



—151— 

term ; and no dividends or profits shall be divided among 
the members. The members may, at any time, voluntarily 
dissolve the corporation, by a conveyance of its assets and 
property to any other corporation, holding a charter from 
the State, for purposes not of individual profit, first pro- 
viding for corporate debts. A violation of any of the 
provisions of the charter shall subject the corporation to 
dissolution, at the instance of the State. 

This charter is subject to modification or amendment ; 

d- 1 ^'^ j' J J ' J Amendments, 

m case said modmcation or amendment is not ac- 
cepted, corporate business is to cease, and the assets and 
property, after payment of debts, are to be conveyed, as 
aforesaid, to some other corporation holding a charter for 
purposes not connected with individual profit. Acquies- 
cence in any modification thus declared shall be deter- 
mined in a meeting of the members, specially called for 
that purpose, and only those voting in favor of the mod- 
ification shall thereafter compose the corporation. 

The means, assets, income or other property of the cor- 
poration shall not be employed, directly or indirectly, for Assets, 
any other purpose whatever, than to accomplish the legit- 
imate objects of its creation, and by no implication or 
construction shall it possess the power to issue notes or 
currency, deal in currency, notes or coin, buy and sell 
products or engage in any kind of trading operation. 

Expulsion shall be the only remedy for the non-pay- 
ment of dues by the members and there shall be no indi- 
vidual liability against the members for corporate debts, 
but the entire corporate property shall be liable for the 
claim of creditors. 

7. The term of all officers may be fixed by the by-laws, 

but no term shall exceed five years. All officers shall hold Terms of 
over until their successors are duly elected and qualified ; 
and, 

8. The first Board of Directors shall consist of not less 

than five persons, but the board may be increased from Fii'g. Board 
time to time to such number, and in such manner, as the 
by-laws from time to time authorize and determine. 
There shall be a President, a Secretary and a Treasurer, 
or the last two named may be combined into one, or be 
distinct, as from time to time may be deemed advisable. 
They shall be chosen or elected by the Board of Directors. 
In all elections each member shall be entitled to one vote 
either in person or by proxy, and the result to be deter- 
mined by a majority of the board. The notice of the 
election shall be by advertisement in a newspaper, or per- 
sonal notice to the members, or a day stated on the min- 
utes of the board six months preceding the election. The 



Duties. 



—152— 

Board of Directors shall keep a record of all their pro- 
ceedings, which shall at all times be subject to the inspec- 
tion of a member. The corporation may establish branch 
hospitals in any other county in the State of Tennessee ; 
and, 

9. The Board of Directors shall have the right to de- 
termine what amount of fees shall be paid into the treas- 
ury as a prerequisite to membership and what amount, 
if any, shall be paid annually by members; and a failure 
to pay shall, in the discretion of the directors, justify the 
expulsion of the defaulting member ; and, 

10. The incorporators shall be the first Board of Di- 
rectors. They shall have power to increase the number 
of directors, and to elect new members to the board, and 
upon such election and acceptance, such new members 
become corporators with the original incorporators. 
Vacancies by death or resignation shall be filled by the 
board. The Board of Directors shall be organized and 

Board df their terms shall be as follows : The board shall be com- 

Directors. poscd of au odd numbcr of members. Immediately upon 
organization under the charter, the first board shall be 
divided by lots into three classes, equal in number except- 
ing that Class No. 1 shall have the extra member if they 
do not divide evenly. The term of class number one 
shall be one year : and of class number two, two years ; 
and of class number three, three years. The successors 
of each class shall be elected by the remaining classes, 
and vacancies caused by death, resignation or removals 
shall be filled by the whole board. 

11. The organization of the corporation shall be as 

Or^-anization. f oHo^ys : 

(a) A membership, as hereinbefore provided ; and, 

(b) Board of Directors, who shall all be men over 
twenty-one years of age, and residents of the State of 
Tennessee ; and a 

(c) Board of ^lanagers, who shall all be women, 
either married or single, over twenty years of age. and 
residents of the State of Tennessee. Fifteen members 
shall constitute this board ; and a 

(d) Board of IMedicine and Surgery, which shall con- 
sist of one Chief of ^Medical Staff, who shall be known 
as the Surgeon-in-Chief, and such consultants and assist- 
ants as from time to time may be found necessary to 
appoint and employ. They shall be known as the ^led- 
ical Staff ; and, 

12. The Board of Directors shall elect the Chief of 
Medical Staff. He shall be a person learned in the sci- 
ence of medicine and surgery, and shall hold his office for 



453— 

the period of five years from his election; but shall be 
removable for incompetency or immoral conduct. The 
consultants and assistants shall be nominated by the Chief 
of the Medical Stafif and elected by the Board of Direc- 
tors for such terms as the by-laws may provide. 

13. The Board of Directors shall elect the first Board 

of Mana.s^ers. They shall assemble as soon as possible, Managers, 
and divide their members into three classes. The term 
of the first five shall be one 3^ear ; of the second five, two 
years, and of the third five, three years. The successors 
of any class shall be elected by the other classes, but 
vacancies caused by death, resi.s^nation or removal shall 
be filled by the whole board. The Board of Manag^ers 
shall elect a President and Secretary, and such assist- 
ants and agents as by by-laws may be declared to be 
necessary. The terms of the President and Secretary 
shall be three years and the Secretary may receive com- 
pensation to be fixed by the by-laws of the board. 

The Chief of Stafif shall be a member of the Board of 
Directors, ex officio, with all the rights, powers and priv- 
iles^es of an elected member. 

14. The Board of Managers shall have the control and 
direction of the internal affairs of the hospitals — that is. Control, 
shall determine what persons shall be admitted as pay, 

and w^hat as charity patients, as hereinafter provided ; 
what persons shall be employed as nurses, servants and 
attendants, and discharge when necessary, and the com- 
pensation they shall receive ; the charges and rates of the 
hospital ; and they and such Matrons and Superintend- 
ents as they may elect for them, shall have the supervision 
and control of all internal affairs of the character above 
mentioned ; and, 

15. The Board of Medicine and Surgery shall have the 
control and direction of the patients, the character of the 
treatment, food, attention, and nursing, which they shall 
receive ; and all nurses and servants shall be discharged 
upon the demand of the Chief of Staff ; and, 

16. The Board of Directors shall have the control and 
direction of the finances, and property rights and business 
affairs of the corporation ; and, 

17. None of the directors of any board shall receive 
any compensation for services, nor shall the President, ^ 

-r r- T-. • 1 . r 1 • 1 1 ^ Compensation. 

or any Vice rresident ot the corporation; but the Sec- 
retary and Treasurer may be paid such compensation as 
may be determined upon, as may also all employees and 
assistants ; and, 

18. No member of the ^Medical Staff shall receive any 
salary or fee from the corporation for any medical or 



surgical services ; and they shall faithfully wait upon and 
treat all charity or free patients brought to and received 
at, and treated in the hospital, free of charge to any one ; 
and, 

19. Every hospital shall prepare to receive, and shall 
Patients, how rcccive, treat and care for at least ten per cent of all 
patients it can receive, or '' beds " it can provide, free of 
charge, as charity patients ; but pay patients may be re- 
ceived beyond this, to the capacity of the hospital and be 
required to pay for board, care, attention, and medical 
and surgical service. The ]\ledical Stat? shall be per- 
mitted to treat all pay patients, or persons able to pay 
therefor, not admitted as charity patients, and to demand 
and receive reasonable compensation or such compensa- 
tion as may be agreed upon therefor, all of which shall 
be for their own use and not for the use of the corpora- 
tion ; but every pay patient who occupies a private room 
shall be at liberty and shall have the right, subject to 
such rules and regulations as the Board of Directors 
may prescribe, to be attended and treated by any repu- 
table regular physician or surgeon she may select, other 
than a member of the ^ledical Staff ; and such attending 
physician or surgeon shall be permitted so to do, and his 
orders and directions, not in conflict with the rules and 
regulations of the institution, shall be complied with so 
far as such patient is concerned, in the same manner as 
if they emanated from the Chief of Staff. 

But no charity patient shall have this right, but all 
charity patients shall be treated and attended exclusively 
by members of the Medical Staff, and free of charge. 

20. No profits shall be distributed among the members 
As to profits. Qj. (directors or officers. Xo outside surgeon or j)hysician 

shall be taxed or charged for the privilege of attending 
any pay patient. The net profits or revenues derived by 
the hospital from service, care and lodging, and atten- 
tion, shall be appropriated to the payment of debts, exten- 
sion of facilities and accommodations, the erection, fur- 
nishing and maintenance of other hospitals, and the like. 

21. No person or patient affected with or having a con- 
tagious disease shall be admitted to or treated in any 
hospital, or upon the grounds of the hospital, at or in any 
by-place ; and any person once admitted who shall develop 
any such disease shall be at once removed. The Chief of 
Staff shall in all cases determine the suitability of the case 
for admission. 

22. This corporation shall have the power to maintain 
Baths. public baths of all kinds in connection with every hospital, 

to which for a reasonable compensation reputable women 



—155— 

may be admitted, under such rules and regulations as the 
Board of Managers may establish, whether they be pa- 
tients at or within the hospital or not. 

23. This corporation shall have the power through its 
Board of Directors to establish a training school for f e- Jc'ifooi"^ 
male nurses, and to issue certificates of proficiency. 

We, the undersigned, the incorporators aforesaid, here- 
by apply to the State of Tennessee by virtue of the laws 
of the land for a charter of incorporation for the purposes 
and with the powers, etc., declared in this instrument and 
Act of the General Assembly, by which it is authorized. 

Witness our hands this, the day of 

A.D 

Sec. 3. Be it further enacted, That the said Articles 
or Charter of Incorporation shall be signed by the said 
incorporators, acknowledged, proven, recorded and regis- 
tered, as provided by the Act which this Act amends, 
which being done, shall complete the same, and shall in- 
vest the corporation with all the rights, powers and priv- 
ileges, in Section 2 hereof set forth and contained ; and 
the validity of the formation of the association as a body 
politic and corporate shall not be impeached in any col- 
lateral legal proceeding. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 3, 1903. 

ED. T. SEAY, 

Speaker of the Senate. 

WILL K. ABERNATHY, 
Speaker pro tern, of the House of Representatives. 

Approved February 9, 1903. . 

JAMES B. FRAZIER, 

Governor. 



—156— 

CHAPTER 203. 

[Senate Bill Xo. 46.] 

AN ACT to amend Chapter 142 of the Acts of the General As- 
sembly of 1875 entitled "An Act to provide for the organiza- 
tion of corporations," so as to provide for the incorporation 
of the Board of Trustees, vestrymen or other executive com- 
mittee of religious societies and churches, including when de- 
sired, the minister, pastor or rector thereof. 

Section 1 Be it enacted by the Genrral Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
the General Assembly of 1875 entitled "An Act to pro- 
vide for the organization of corporations " be and the 
same is hereby amended so as to provide for the incor- 
poration of the Board of Trustees, vestrymen, or other 
executive committee of any religious society or church, 
including when desired, the minister, pastor or rector 
thereof, under charters and with the ])owers and restric- 
tions in this Act prescribed. 

Sec. 2. Be it further enacted. That the form of such 
charter shall be as follows : 

State of Tennessee. 

Be it known that (here insert the names of 

Form. five or iiiore persons desiring incorporation) composing 
the Board of Trustees (or vestrymen or other executive 
committee) of church, and their successors in of- 
fice chosen under and in accordance with the rules, regu- 
lations and usages of said church and holding office under 
and in accordance with the same are hereby constituted a 
body politic and corporate under the name and style of 

(here insert " Board of Trustees," " vestrymen," 

or whatever may be the official designation of such execu- 
tive committee) of — church, for the purpose of the 

support of public worship, the building and maintenance 
of churches, chapel? and parsonages, and the maintenance 
of missionary undertakings under and in accordance with 

the rules, regulations and usages of said church. 

> The general powers of said corporation shall be to sue 

and be sued by the corporate name, to have and use a 
common seal which it may alter at pleasure ; if no com- 
mon seal, then the signature of the name of the corpora- 
tion by any duly authorized officer shall be legal and bind- 
ing ; to purchase and hold or receive by gift, devise or 
bequest in addition to the personal property owned by the 
corporation, real estate necessary for the transaction of 
the corporate business, and also to purchase or accept 
real estate in payment or part payment of any debt due 



—157— 

the corporation, and sell the same ; to borrow money to be 
used in payment of property bought by the corporation 
and for erecting buildings making improvements and for 
other purposes germane to the object of its creation, and 
secure the repayment of money thus borrowed by mort- 
gage, pledge or deed of trust upon the property owned 
by it ; to establish by-laws and make all rules and regula- 
tions not inconsistent with the Constitution and laws of 
the State and of the United States, and not inconsistent 
with the Constitution, rules and regulations of said church 
deemed expedient for the management of the corporate 
affairs (and to appoint such subordinate officers in addi- 
tion to chairman and treasurer, not chosen by the govern- 
ing body of said church, as the business of said 

corporation may require and as may be not inconsistent 
with the rules and regulations of said church). All prop- 
erty, real, personal or mixed, which may be given, be- 
queathed, devised, granted, transferred or conveyed to 
said corporation, or in any manner acquired by it, shall 
be held, managed, applied and administered by it for the 
use and benefit of said church, under and accord- 
ing to the rules, regulations and usages thereof, as far as 
such rules, regulations and usages are not inconsistent 
with the Constitution of the State and the law of the 
land. 

Sec. 3. Be it further enacted, That the foregoing char- 
ter shall be appHed for, granted and registered in the 
manner prescribed in Chapter 142 of the Acts of the Gen- 
eral Assembly of 1875, and shall be subject to repeal, 
amendment or modification as provided in said Act in case 
of charters of incorporation for general welfare and not 
for individual profit. 

Sec. 4. Be it further enacted, That when desired, it 
shall be competent for the minister, pastor, or rector, if Minister and 
there be one, of any religious society or church to join become "^^^ 
with the Board of Trustees, vestrymen or other executive '"^°^p°''^*°"- 
committee thereof in the application for the charter pro- 
vided for in the second section of this Act, and for him 
and his successors in office chosen or appointed and hold- 
ing office under and in accordance with the rules, regu- 
lations and usages of such church or religious society, to 
be of the incorporators of said corporation, and in such 
case the said fact shall be indicated in the charter in the 
description of the persons applying for the same (and in 
the name of the corporation). 



—158— 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passas^e, the pubHc welfare requiring it. 
Passed :\Iarch 20, 1903. 

ED. T. SEAY, 

Speaker of the Senate. 

L. D. TYSON, 
Speaker of the House of Representatives. 

Approved March 26, 1903. 

JA^IES B. FRAZIER, 
Governor. 



CHAPTER 302. 

[Senate Bill Xo. 2>77 .] 

AN ACT to make valid articles or charters of incorporation 
heretofore taken out under the general incorporation laws of 
the State of Tennessee, and acknowledged or proven in part 
1)cfore a County Court Clerk, and in part hefore a Notary 
Public, Justice of the Peace, or other person authorized to 
administer oaths in Tennessee, and to make valid all proper or 
otherwise lawful acts, contracts and obligations done pursu- 
ant thereto. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all charters or articles of 
incorporation heretofore taken out under the general in- 
corporation laws of this State, which were or have been 
in part properly acknowledged or proven before a County 
Court Clerk and in part acknowledged or proven before 
a Notary Public, Justice of the Peace or other person 
authorized to administer oaths in Tennessee, and which 
were registered by the Secretary of State in his office and 
issued under the great seal of State, be and they are 
hereby ratified and confirmed and shall have and pos- 
sess the same validity and effect as if they had been orig- 
inally properly acknowledged or proven entirely before 
a County Court Clerk, and the acts, contracts and obli- 
gations of all such corporations so organized shall have 
and possess the same validity, force and effect as if the 
charters of such corporations had been originally prop- 
erly acknowledged entirely before a County Court Clerk. 



—159— 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed March 28, 1903. 

ED. T. SEAY, 

Speaker of the Senate. 

L. D. TYSON, 
Speaker of the House of Representatives. 

Approved April 2, 1903. 

JAMES B. FRAZIER, 

Governor. 



CHAPTER 474. 

[House Bill No. 496.] 

AN ACT to provide for the formation of all private corporations 
for the transaction of any lawful business, or to promote or 
conduct any legitimate object or purpose for individual profit, 
excepting those now provided for by existing statutes. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all private corporations, ex- 
cepting those now specifically provided for by existing 
statutes, for the transaction of any lawful business, or to 
promote or conduct any legitimate object or purpose for 
individual profit, may be formed and a charter obtained 
in the following manner. Any five or more persons over 
the age of tw^enty-one years, desiring to form such a cor- 
poration shall copy the following form of charter : 

State of Tennessee — Charter of Incorporation. Be it 
known, that by virtue of the general laws of the land 
(here insert the names of the incorporators), are hereby 
constituted a body politic and corporate, by the name and 
style of (here insert the name of the corporation), for the 
purpose of (here state specifically the purposes of the cor- 
poration, and amount of capital stock). The general 
powers of said corporation are to sue and be sued by the 
corporate name, to have and use a common seal, which it 
may alter at pleasure ; if no common seal, then the signa- 
ture of the name of the corporation by any duly author- 
ized officer shall be legal and binding; to purchase and 
hold or receive by gift, in addition to the personal prop- 
erty owned by said corporation, any real estate necessary 
for the transaction of the corporate business, and also to 
purchase or accept any real estate in payment or part 
payment of any debt due to the corporation and sell realty 



—160— 

f o. corporation purposes ; to establish by-laws and make 
all rules and regulations not inconsistent with the laws 
and Constitution deemed expedient for the management 
of corporate affairs, and to appoint such subordinate of- 
ficers and agents in addition to a president, secretary or 
treasurer, as the business of the corporation may require, 
de:>ignate the name of the office and fix the compensation 
of the officer. 

The following provisions and restrictions are coupled 
with said grant of powers : A failure to elect officers at the 
proper time does not dissolve the corporation, but those in 
office hold until the election or appointment and qualifi- 
cation of their successors. The term of all officers may be 
fixed by the by-laws of the corporation ; the same not, 
however, to exceed two years. The corporation may, by 
by-laws, make regulations concerning the subscription for 
or transfer of stock ; fix upon the amount of capital to be 
invested in the enterprise ; the division of the same into 
shares ; the time required for payment thereof by the sub- 
scribers for stock ; the amount to be called for at any one 
time, and in case of failure of any stockholder to pay the 
amount thus subscribed by him at the time and in the 
amounts thus called, a right of action shall exist in the 
cor])oration to sue said defaulting stockholder for the 
same. The Board of Directors, which may consist of five 
or more members, at the option of the cori)oration, to be 
elected either in j^erson or jjy proxy, by a majority of the 
votes cast, each share representing one vote, shall keep a 
full and true record of all their proceedings, and an an- 
nual statement of receipts and disbursements shall be 
copied on the minutes, subject at all times to the inspec- 
tion of any stockholder. The books of the corporation 
shall show the original or subsequent stockholders, their 
respective interests, the amount which has been paid on 
the shares subscribed, the transfer of stock, by and to 
whom made, also other transactions in which it is pre- 
sumed a stockholder of creditor may have an interest. 
The amount of any unpaid stock due from a subscriber 
Unpaid stock, to the Corporation shall be a fund for the payment of any 
debts due from the corporation, nor shall the transfer of 
stock by any subscriber relieve him from payment, unless 
his transferee has paid up all or any of the balance due 
on said original subscription. By no implication or con- 
struction shall the corporation be deemed to possess any 
powers except those hereby expressly given or necessarily 
implied from the nature of the business for which the 
charter is granted, and by no inference whatever shall 
said corporation possess the power to discount notes or 



—161— 

bills, deal in gold or silver coin, issue any evidence of 
debts as currency, or engage in any business outside the 
purpose of the charter. 

The right is reserved to repeal, annul or modify this 
charter. If it is repealed, or if the amendments proposed, ^^p^|' ^^ 

, . , ^ .,. ' 1 [. . 1 '^ \ ' modihcation. 

bemg not merely auxiliary, but fundamental, are rejected 
by a vote representing more than half of the stock, the 
corporation shall continue to exist for the purpose of 
winding up its affairs, but not to enter upon any new 
business. If the amendments or modifications, being fun- 
damental, are accepted by the corporation as aforesaid, 
in a general meeting to be called for that purpose, any 
minor, married woman or other person under disability 
or any stockholder not agreeing to the acceptance of the 
modification, shall cease to be a stockholder, and the cor- 
poration shall be liable to pay said withdrawing stock- 
holder the par value of their stock, if it is worth so much ; 
if not, then so much as may be its real value in the mar- 
ket, on the day of the withdrawal of said stockholders, as 
aforesaid ; Provided, that the claims of all creditors are 
to be paid in preference to said withdrawing stockholders. 
A majority of the Board of Directors shall constitute 
a quorum and sh3.ll fill all vacancies until the next elec- Majority of 
tion. The first Board of Directors shall consist of the 
five or more corporators who shall apply for and obtain 
the charter. The said corporation may have the right to 
borrow money and issue notes or bonds upon the faith of 
the corporate property, and also to execute a mortgage 
or mortgages as further security for repayment of money 
thus borrowed. Said corporation shall have the power 
to raise, buy, sell and deal in agricultural products, oper- 
ate flouring and other mills, and deal in merchandise. 
Annually, during the month of January, the president 
shall make and publish in a newspaper printed in the statement. 
county where the principal office of business is located, or 
if no newspaper is printed in that county, then in an ad- 
joining or the nearest county where a newspaper is 
printed, a sworn statement, showing the amount of the 
capital stock and existing liabilities, and a list of the 
names of the stockholders. Nothing but cash shall be 
taken in payment of any part of the capital stock, or land 
at a fair cash valuation, or patents to the amount of their 
value as agreed on by the subscriber and the corpora- 
tion, and no loan of money shall at any time be made 
to any stockholder thereof ; and any such loan shall ren- 
der the directors consenting thereto individually liable 
for the amount thereof ; this liability to extend in favor 
of innocent stockholders as well as creditors. 

11 



■162— 



False 
statements. 



Dividends. 



Application. 



Probate, 

registration, 

etc. 



The making of a false statement, to be printed as afore- 
said, shall render all persons assenting thereto, individ- 
ually liable to all persons deahng or trading with said 
company upon the faith of said fraudulent statement. 

If the indebtedness of said company shall at any time 
exceed the capital stock paid in, the directors assenting 
thereto shall be individually liable to the creditors for said 
excess. The stockholders are jointly and severally liable 
individually at all times, for all moneys due and owing 
to the laborers, servants, clerks and operatives of the 
company in case the corporation becomes insolvent. 

If the directors declare and pay any dividend w^hen the 
company is insolvent, on which declaration of a dividend 
would diminish the amount of the capital stock, they shall 
be jointly and severally liable to creditors for the amount 
of dividends thus declared. Any director may avoid lia- 
bility by voting against the dividend, or by filing his objec- 
tions in writing as soon as he ascertains a dividend 
has been made. 

We, the undersigned, apply to the State of Tennessee, 
by virtue of the laws of the land, for a charter of incor- 
poration for the purposes and with the powers, etc., de- 
clared in the foregoing instrument. 

AMtness our hands, this — day of , 190 — . 

Sec. 2. Be it fitrtJicr enacted. That the general powers 
of all corporations chartered under this Act and the re- 
quirements and restrictions thereof, shall be as stipulated 
in the foregoing form of charter ; and, that said instru- 
ment, when probated as provided in Section 2542 of 
Shannon's Code, with application, probates and certifi- 
cates, is to be registered in the county where the princi- 
pal office of the company is situated, and also registered 
in the office of the Secretary of State ; and a certificate 
of registration given by the Secretary of State, under the 
great seal of the State, shall, when registered in the Reg- 
ister's office of said county, with the facsimile of said 
seal, complete the formation of the company as a body 
politic; and the validity of the same in any legal pro- 
ceeding shall not be collaterally questioned. 

Sec. 3. Be it further enacted, That all laws or parts of 
laws in conflict with this Act be and the same are hereby 
repealed. 



—163— 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed March 30, 1903. 

L. D. TYSON, 
Speaker of the House of Representatives. 

ED. T. SEAY, 

Speaker of the Senate. 

yVpproved April 3, 1903. 

JAjMES B. FRAZIER, 
Governor. 



CHAPTER 486. 
[House Bill No. 638.] 

AN ACT to authorize corporations heretofore chartered in this 
State for the purpose of carrying on the trade of merchants 
to manufacture products which they sell. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all corporations heretofore 
chartered and organized under the laws of this State for 
the purpose of carrying on the trade of merchants be and 
they are hereby authorized and empowered to manufac- 
ture any article or articles which they handle and sell as 
merchants. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 31, 1903. 

L. D. TYSON, 
Speaker of the House of Representatives. 



Approved April 3, 1903. 



ED. T. SEAY, 

Speaker of the Senate. 



JAMES B. FRAZIER, 
Governor. 



—164— 
CHAPTER 313. 

[Senate Bill Xo. 383.] 

AX ACT to amend an Act entitled "An Act to amend an Act 
entitled 'An Act to provide for the organization of corpora- 
tions, passed Alarch 19. 1875, being Chapter 142 of the Acts of 
1875, so as to provide for the organization of corporations to 
carry on the trade of merchants.' " passed ^March 18. 1887, ap- 
proved March 23, 1887, and being Chapter 139 of the Acts of 
1887, so as to provide that said Act hereby amended sliall in- 
clude the organization of corporations organized for the pur- 
pose of carrying on the business of undertakers and funeral 
directors. 

Section 1. Be it enacted. That Section 1 of an Act 
passed on the 18th day of ^larch, 1887, approved on the 
23d day of March, 1887, entitled "An Act to amend an 
Act entitled 'An Act to provide for the organization of 
corporations, passed March 19, 1875, being ChajDter 142 
of the Acts of 1875, so as to provide for the organization 
of corporations to carry on the trade of merchants,' " 
being Chapter 139 of the Acts of the General Assembly 
, of 1887, be and the same is hereby so amended as to au- 
thorize and provide for the organization and chartering 
of corporations to carry on the business and trade of un- 
dertakers and ftmeral directors, and so as to make the 
words " to carry on the trade of merchants," include 
carrying on the trade of undertakers and funeral direc- 
tors. 

Sec. 2. Be it further enacted, That the form of charter 
prescribed by Section 2 of said Act hereby amended be 
and the same is hereby so amended as to provide as fol- 
lows : 

State of Tennessee — Charter of Incorporation. 

Be it known that (here insert the names of five or 
Form. more persons not lyider twenty-one years of age, apply- 

ing for the charter), are hereby constituted a body politic 
and corporate by the name and style of (here insert the 
name of the corporation), for the purpose of carrying 
on the trade of merchants or the business and trade of 
undertakers and funeral directors as the case may -be. 
The general powers of the said corporation are as fol- 
lows : (Here insert the general powers contained in 
Section 5 of Chapter 142 of the Acts of 1875, mentioned 
above, and found on pages 236, 237 and 238 of said Acts 
of the General Assembly of 1875). 

Sec. 3. Wherever a charter of incorporation has here- 
Old ^charter tofore been granted under the provisions of said Chapter 
139 of the Acts of the General Assembly of 1887, for the 



validated. 



—165— 

purpose of carrying on the trade and business of under- 
takers and funeral directors, under the term " of carry- 
ing on the trade of merchants," the granting of such char- 
ter of corporation is hereby confirmed and vaHdated, and 
such charter shall have full force and effect from the 
time it was issued and granted, and shall be of the same 
force and effect from and after the date of its issuance, 
as charters hereafter gra,nted under said Chapter lv39 of 
the Acts of the General Assembly of 1887 as hereby 
amended, for the purpose of carrying on the business of 
undertakers and funeral directors. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 7, 1903. 

ED. T. SEAY, 

Sneaker of the Senate. 

L. D. TYSON, 
Speaker of the House of Representatives.. 

Approved April 10, 1903. 

JAMES B. FRAZIER, 
Governor. 



CHAPTER 239. 

[Senate Bill No. 535.] 

AN ACT to amend "An Act to impose taxes upon corporations, 
associations and joint stock companies chartered or incorpo- 
rated under the laws of any other State or county for the 
privilege of coming into this State for the purpose of doing- 
business here, and to provide for the collection of the same 
and the pavment thereof into the State treasury," said Act 
being Chapter 431 of the Acts of 1899." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the coming into this State of 
any corporation, association or joint stock company char- 
tered or incorporated under the laws of any other State 
or country, for the purpose of doing business here, is 
hereby declared and made a privilege. * 

Sec. 2. Be it further enacted, That this section is 
amended to read as follows : That every corporation, 
association or joint stock company chartered or incorpo- 
rated under the laws of any State or country, and hav- 
ing a capital stock, shall pay into the office of the Secre- 
tary of State for use of the State, upon filing a copy of 
its charter as required by Chapter 31 of the Acts of 1877 



—166— 

and Chapter 122 of the Acts of 1891, a tax upon its cap- 
ital stock as follows, to wit : 

Companies of $100,000 and less, $50. 

Companies over $100,000 and not more than $250,000, 
$100. 

Companies over $250,000 and not more than $500,- 
000, $150. 

Companies over $500,000 and not more than $1,000,- 
000, $200. 

Companies over $1,000,000 and upward, $250; Pro- 
vided, that any company chartered under the laws of 
another State desires to locate its principal office and 
do all of its business in and from lennessee and have 
all or its main property holdings in Tennessee, it shall 
then pay a privilege tax of one-tenth of one per centum 
on the authorized capital stock just as domestic corpo- 
rations are now required to do; And provided, also, that 
insurance companies shall be credited by the amount of 
fees paid to the Insurance Commissioner upon entering 
the State to do business. 

Sec. 3. Be it further enacted, That it shall be the duty 
of the Secretary of State to report and pay to the State 
Treasurer, quarterly, all taxes collected under this Act. 

. Sec. 4. Be it further enacted. That this Act take effect 
from and after its passage, the jniblic welfare requiring it. 

Passed April 14, 1903. 

ED. T. SEAY, 

Speaker of the Senate. 

L. D. TYSON, 
Speaker of the House of Representatives. 

Approved April 15, 1903. 

JAMES B. FRAZIER, 

Governor. 



—167— 
CHAPTER 430. 

[House Bill No. 862.] 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, and ap- 
proved March 23, 1875, being Chapter 142 of the pubHshed 
Acts of the General Assembly of the State of Tennessee of 
1875, so as to provide for the organization and chartering of 
corporations for the purpose of buying and selling live stock 
and farm products and operating cotton gins and elevators 
for the better enabling such corporations to carry on such 
business and authorizing such corporations to buy, own and 
control such real estate as may be required in such business, 
and to build on such real estate any such houses, buildings 
and machinery as may be necessary and useful in the conduct 
of such said business and for the purpose of enabling such 
corporations to buy, receive and hold or exchange or sell any 
such real estate or buildings or machinery. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the published 
Acts of the General Assembly of the State of Tennessee 
of 1875, entitled **An Act to provide for the organization 
of corporations," passed March 19, 1875, and approved 
March 23, 1875, be, and the same is hereby amended so as 
to provide for the chartering and organization of corpo- 
rations for the purpose of buying and selling live stock 
and farm products and operating cotton gins and eleva- 
tors for the better enabling such corporations to carry 
on such business and authorizing such corporations to 
buy, own and control such real estate as may be required 
in such business and to build on such real estate any such 
houses, buildings and machinery as may be necessary and 
useful in the conduct of such said business and for the 
purpose of enabling such corporations to buy, receive and 
hold or exchange or sell any such real estate or build- 
ings or machinery, and that such corporations shall have 
and enjoy all such said enumerated rights, powers and 
privileges. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for such corporations shall be as follows : Be it Form. 

known. That (here insert the names of five or 

more persons, not under the age of twenty-one years, 
applying for the charter) are hereby constituted a body 

politic and corporate under the name and style of 

(here insert the name of the corporation), with a capital 
stock of (here insert the amount of the cap- 
ital), and for the purpose of dealing in live stock and 
farm products and operating such cotton gins, elevators 
and machinery as may be necessary or useful in such 
business. 



168— 



The general powers of such corporation are 



(here insert the powers as contained in Section Five (5) 
of said Chapter 142 of the Acts of 1875). 

Sec. 3. Be if further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 
Passed April 14. 1903. 

L. D. TYSON, 
Speaker of the House of Representatives. 

ED. T. SEAY, 

Speaker of tJie Senate. 

Approved April 15, 1903. 

JAMES B. FRAZIER, 
Governor. 



CHAPTER 134. 

[Senate Bill Xo. 64.] 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations." approved March 23, 1875, so as 
to provide for and authorize the organization of acetylene gas 
companies for the manufacture and sale of acetylene gas. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act entitled "An Act to 
provide for the organization of corporations," approved 
]\Iarch 23, 1875, be so amended that any five or more per- 
sons over the age of twenty-one years may apply for and 
obtain a charter of incorporation for the manufacture of 
acetylene gas. 

Sec. 2. Be it further enacied, That the form of char- 
ter for acetylene gas companies shall be as follows : 

State of Tennessee — Charter of Incorporation. 

Be it known that (here insert the names of five or more 

Form. persons over the age of twenty-one years) are hereby 

constituted a body politic and corporate by the name and 

style of (here insert name of corporation and amount of 

capital stock). 

The business of said company shall be to establish and 
construct gas works in or near the city, town, or village 
of (here insert the name of the city, tow^n, or village) 
for the manufacture of acetylene gas and the distribution 
and sale of the same. The general powers of said cor- 
poration are (here set forth the powers set out in Section 
5, Chapter 142, of the Acts of 1875). 



—169— 

Sec. 3. Be if further enacted, That, in order to en- 
able the company to estabhsh such gas works, it is hereby gpeciai 
authorized and empowered to lay down pipes and extend powers, 
conductors through the lanes, streets, and alleys of the 
town or city in which it is located ; but in such manner, 
however, as to produce the least possible inconvenience to 
the city, town, or village, and the inhabitants thereof, and 
to travelers ; and in order to lay such pipes and conduc- 
tors the company is authorized and empowered to take 
up pavements and sidewalks, but it is hereby required 
to relay and repave same with the least possible delay ; 
Provided, hozuever, that no one of the lanes, streets, or 
alleys of any incorporated town shall be entered upon or 
used by the company for laying pipes and conductors, or 
otherwise, until the consent of the municipal authorities 
shall have been first obtained and an ordinance shall have 
been passed prescribing the terms on which the same may 
be done. 

Sec. 4. Be it further enacted, That the said company 
shall have the privilege of erecting, establishing, and con- 
structing acetylene gas works, and manufacturing and 
vending acetylene gas in the city, town, or village in 
which the company is located ; and that said company be 
authorized to charge a reasonable price for its product ; 
Provided, however, that said company shall never charge 
the authorities of such city, town, or village more per 
cubic foot for acetylene gas than it is receiving at the 
same time from the people. 

Sec. 5. Be it further enacted. That the works of said 
company shall be so constructed and the operations so 
managed that no nuisance shall accrue therefrom affect- 
ing the health or comfort of the inhabitants of the city, 
town, or village where located; Provided, that nothing 
herein shall be construed so as to absolve the company, its 
officers or agents from any legal proceeding, to restrain 
any nuisance arising from such works or operations. 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 27, 1905. 

E. RICE, 
Speaker of the Senate. 

J. J. BEAN, 

Speaker pro tern, of the House of Representatives. 

Approved April 4, 1905. 

JOHN I. COX, 
Governor 



170— 



CHAPTER 174. 



May issue 
common and 
preferred 
stock. 



Rights of 
preferred 
stockholders. 



[Senate Bill Xo. 135.] 

AN ACT to provide for the division by private corporations 
hereafter created or organized under existing status of this 
State of their capital stock into common and preferred stock, 
and to define the terms upon which such division may be made, 
and the quahties of each class of stock when so divided. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all private corporations 
hereafter created or organized under existing statutes of 
this State shall have the right to divide their capital stock 
into common and preferred stock ; Provided, however, it 
shall be stated in the charter of incorporation how much 
of the capital stock is to be common stock and how much 
preferred stock; And Provided, further, that in no case 
shall the preferred stock of any such corporation exceed 
two-thirds of the total capital stock authorized by the 
charter ; Provided, further, that nothing but cash at not 
less than par valuation be received in payment for pre- 
ferred stock. 

Sec. 2. Be it furtlier enacted. Thai every such corpo- 
ration dividing its capital stock into the two classes of 
common and preferred stock, as provided in Section 1 of 
this Act, shall state in its charter of incorporation whether 
the preferred stock is subject to be redeemed at not less 
than par; and, if so, the time and price of such redemp- 
tion shall be fixed also in the charter, in which event said 
preferred stock, or any part thereof, may be redeemed 
by the corporation. 

Sec. 3. Be it further enacted, That the holders of such 
preferred stock shall be entitled to receive, and such cor- 
poration shall be bound to pay thereon, a fixed yearly div- 
idend, to be expressed in the charter, not exceeding ten 
per centum, payable semi-annually, or annually, before 
any dividend shall be set apart or paid on the common 
stock, and such dividend may be made cumulative ; and in 
no event shall a holder of preferred stock be personally 
liable for the debts of the corporation, unless such pre- 
ferred stock shall have participated in voting in the cor- 
poration under the provisions of Section — of this Act, 
in which event the holder thereof shall be liable as a 
holder of common stock. In case of insolvency the debts 
or other liabilities of such corporation shall be paid in 
preference to the preferred stock. Such preferred stock, 
however, shall take precedence over the common stock in 
the distribution of the assets of the corporation in case of 
dissolution. 



—171— 

Sec. 4. Be it further enacted, That no such preferred 
stock as herein provided for shall be issued by any corpo- Directors to i)e 
ration except by authority given to the Board of Direc- given authority 
tors of the corporation by a vote of at least two-thirds holders 
of the common stock, at a meeting of the owners of such *° '^^"^• 
common stock called for that purpose ; nor shall any such 
preferred stock have any voting power in the corporation 
except such as is given it by a similar two-thirds vote of 
the common stock. 

Sec. 5. Be it further enacted, That the owners of the 
preferred stock, under this Act, except as hereinbefore 
provided, shall be subject to the same privileges, obliga- 
tions, and liabilities as are holders of common stock. 

Sec. 6. Be it further enacted, That all certificates of 
stock of corporations authorized by their charters, as certificates of 
herein provided, to divide their capital stock into the two Jtock to be 
classes hereinbefore specified, shall have plainly written how. 
or printed on their face the words " common stock " or 
" preferred stock," according as such certificates may be 
for the one class or the other ; and all certificates not so 
distinguished shall be conclusively deemed to be for com- 
mon stock. 

Sec. 7. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 28, 1905. 

E. RICE, 
Speaker of the Senate. 

J. J. BEAN, 

Speaker pro tern, of the House of Representatives. 

Approved April 15, 1905. 

JOHN I. COX, 

Governor. 



-172- 

CHAPTER 104. 

[Senate Bill No. 58.] 

AN ACT to authorize the stockholders in all corporations organ- 
ized under the laws of Tennessee to vote their stock either in 
person or by proxy in all meetings of stockholders of said 
corporations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the stockholders in any 
corporation organized under the laws of the State of 
Tennessee are authorized to vote in all stockholders' 
meetings of said corporation, either in person or by 
proxy ; but all proxies shall be in writing and signed by 
the stockholder. 

Sec. 2. Be it further enacted. That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed February 5, 1907. 

E. G. TOLLETT, 

Speaker of the Senate. 

JOHN T. CUNNINGHAM, JR., 
Speaker of the House of Representatives. 

Approved February 8, 1907. 

^lALCOLM R. PATTERSON, 

Governor. 



CHAPTER 300. 

[Senate Bill No. 694.] 

AN ACT to amend Chapter 142 of the Acts of 1875. entitled 'An 
Act to provide for the organization of corporations," so as to 
authorize the incorporation of interstate clubs and provide for 
their establishment, maintenance, and operation. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That charters may be granted to 
any association of individuals for interstate clubs, and 
the form of charter and the rights, powers, and privileges 
shall be as follows : 

" State of Tennessee — Charter of Incorporation. Be 
it known that (here fill this blank with the names of five 
or more persons who desire to be incorporated) and their 
successors are hereby constituted a body politic and cor- 
porate by the name and style of (here fill the blank with 



—173— 

the name of the corporation) for the purpose of estab- 
hshing, maintaining, and conducting, with headquarters 

in County, Tenn., what is to be known as an 

' Interstate Club,' with the object of bringing into closer 
relations the people of various States, cementing the 
friendship of the several sections of the Union and mak- 
ing "leisure recreative, pleasant, uplifting, and otherwise 
profitable ; and in connection with and as a part of said 
object for the purpose of acquisition, maintenance, and 
use of clubhouses and grounds, game, hunting, and fish- 
ing preserves ; the laying out and building of drives and 
boulevards for automobiles and other vehicles ; the estab- 
lishment and use of grounds for polo, golf, tennis, and 
other amusements ; laying out of parks, constructing and 
improving lakes, and otherwise beautifying and render- 
ing the surroundings of the club attractive and useful ; 
erecting private docks and wharfs on navigable or other 
streams or waters, and acquiring, owning, or controlling 
road or other vehicles, motive power, and watercraft for 
the use and enjoyment of the corporation, its members, 
and visitors ; constructing, acquiring, owning, controlling, 
and operating incline or other railways up mountains or 
ridges or otherwise, and electric or other railways or 
roads of whatever kind for the convenience and use of 
the corporation, its members, or visitors in reaching its 
club buildings and other property or for pleasure and 
general use ; controlling, owning, or operating restaurants, 
hotels, and livery stables or any other convenience in con- 
nection with its property or in accordance with its objects 
or purpose as herein expressed, and generally the doing 
of all such other things as shall add to the comfort, con- 
venience, or enjoyment of the membership of the corpo- 
ration or its visitors or to the success of the undertaking 
as a whole. 

" The capital stock of said corporation shall be 

dollars, any part or all of which may be subscribed for, capital stock, 
to be payable in money or in property, which may be 
suitable for the purposes or objects of the corporation, 
to be agreed upon by the subscriber and directors, and 
any one or all of the corporators may be subscribers upon 
the same conditions as other subscribers. 

" The general powers of said corporation shall be to 
sue and be sued by the corporate name ; to have and use ^o^v^jf 
a common seal, which it may alter at pleasure ; to pur- 
chase or receive by gift, bequest, or devise or otherwise 
acquire, control, or hold and sell either personal, mixed, 
or real estate which the corporation may deem desirable 
for the extension, carrying on, or promotion of its busi- 



■174— 



Officers. 



Stock 
subscription. 



ness, objects, or purposes, and also to purchase or accept 
any personality or reality in payment or part payment of 
any debt or obligation to the corporation, and sell the 
same ; to borrow money or incur obligations in the fur- 
therance of its business, objects, or purposes, and secure 
the same by mortgage or deed of trust upon its property 
in whole or part or otherwise raise money for its corpo- 
rate business ; to issue its capital stock and divide it into 
shares and prescribe the maximum dividend to be drawn 
upon said stock, whether preferred or common, by the 
stockholders ; to establish by-law^s and make all rules and 
regulations not inconsistent with the laws and Constitu- 
tion deemed expedient for the management of corporate 
affairs ; to fix and provide for the admission of members 
into the corporation or of persons into the privileges of 
its clubs or grounds, the dues and initiation fees to be 
paid, and the term of membership and all necessary reg- 
ulations respecting the same ; to prescribe the officers and 
their salaries, and to appoint subordinate officers and 
agents as the business of the corporation may require or 
its directors deem expedient. The stockholders must fix 
the compensation of its directors, if any. For raising 
money for either the purchase or payment of real estate 
or other property bought for corporation purposes, or 
for the erection of buildings, construction of inclines or 
railways or laying out of boulevards or doing any other 
thing in connection with its interstate club business, the 
corporation may issue bonds, mortgages, or security upon 
its property, and it may also pledge its receipts or any 
part thereof. 

" The said five or more corporators shall, within a 
convenient time after the registration of this charter in 
the office of the Secretary of State, elect from their mem- 
bers, or from outside individuals who shall become 
stockholders or members, the regular officers provided 
for by the by-laws. 

** The corporators must, as soon as convenient after 
the granting of the charter, open books of subscription 
to the capital stock of the company, and as soon as a 
majority of the capital stock is subscribed shall call a 
meeting of the stockholders for the purpose of electing 
a Board of Directors. The term of office of Directors 
shall be for one year, and until their successors are 
elected and qualified. The Directors and officers may be 
citizens of and reside in any State or Territory of the 
United States. Each subsequent Board of Directors 
must be elected by the stockholders at their annual ad- 
journed or called meetings from among the stockholders 



—175— 

or other members. Should any one or more of the Di- 
rectors die or resign, the remaining Directors must fill 
the vacancy. Directors' meetings and stockholders' meet- 
ings may be held within or without the State of Tennes- 
see. A record of all proceedings shall be kept by the 
Board of Directors, and the same shall at all reasonable 
times be subject to the inspection of any member or stock- 
holder. The corporation may establish branches or parts 
of its interstate club features in other counties of Ten- 
nessee or in other States and Territories, but the corpo- 
ration's headquarters (and principal clubhouse) shall be 
in County, Tenn. 

" The stockholders shall have the power to fix the 
number of Directors, and the Board of Directors shall i^f' '• • 
have the right to determine what amount of money paid 
into the treasury shall be prerequisite membership or 
other privilege, or what amount shall be thus annually 
paid, and a failure thus to pay or any misconduct shall, 
in the discretion of the Directors, justify the dropping 
from membership of the defaulting member. This char- 
ter is subject to modification or amendment at any time 
by the Legislature, but otherwise shall be perpetual. The 
means, assets, franchises, income, real estate, or other 
property of the corporation shall not be employed, di- 
rectly or indirectly, sold, used, or in any way disposed 
of for any other purpose whatever than for what may 
by the Directors or corporation be deemed to accom- 
plish the legitimate objects of its creation ; Provided, 
that small tracts or sites may be sold or leased to induce 
the establishment of lodges or country homes for desir- 
able people on or near the premises of the corporation. 
There shall be no individual liability against the mem- 
bers or stockholders for corporate debts or obligations, 
but the entire corporate property shall be liable for the 
claims of creditors. 

" The said corporation shall have the right, in pursu- 
ance of the general law authorizing the condemnation of 
private property for works of internal improvement, as 
set forth in Sections 1844 to 1880 in Shannon's compi- 
lation or code of the statutes, both inclusive, to appropri- 
ate as an easement the right of way for boulevards, rail- 
roads, inclines, or other highways or roadways generally 
not exceeding one hundred feet over the lands of any 
person through which the same may be located (said sec- 
tions of the code to be here literally copied and inserted 
in the charter). 

" The corporation may impose and collect from mem- ^^^^ collect 
bers and all others using the club or any of its properties charges. 



—176— 

or enjoying any of its privileges reasonable charges on 
the railroad and inclines and in the hotels, auditoriums, 
restaurants, or any other convenience or business oper- 
ated or controlled by the corporation." 

Sec. 2. Be it further enacted, That Chapter 142 of 
the Acts of 1875 be amended as set out in Section 1 
hereof, and that all laws and parts of laws in conflict 
with this Act be, and the same are hereby, repealed, and 
that this Act take effect from and after its passage, the 
public welfare requiring it. 

Passed April 5, 1907. 

E. G. TOLLETT, 

Speaker of tJie Soiate. 

JOHN T. CUNNINGHAM, JR., 

Speaker of (he House of Representatives. 

Approved April 9, 1907. 

MALCOLM R. PATTERSON, 

Governor. 



CHAPTER 434. 

[Senate Bill Xo. 684.] 

AN ACT to require corporations to file certain information with 
the Secretary of State, and to provide for the payment of an 
annual fee therewith to the Secretary of State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That each and every corporation 
heretofore or hereafter chartered by the State of Ten- 
nessee or organized under the laws, and each and every 
foreign corporation qualilied to do and transact its busi- 
ness in the State of Tennessee in compliance with its 
laws requiring foreign corporations to file its charter with 
the Secretary of State shall, on or before the first day of 
July in each and every year, commencing with the year 
1907, prepare and file in the office of the Secretary of 
State a written, statement signed by its President or Vice 
President and attested by its Secretary and sworn to by 
either its Secretary or President, which shall contain the 
following information — to wit : The name and style of 
the corporation and its principal office or place of busi- 
ness in the State of Tennessee, if it be a Tennessee cor- 
poration ; and if it be a foreign corporation, its principal 



—177— 

office and place of business in the State of its creation 
and also in the State of Tennessee ; the amount of its 
capital stock authorized by its charter and the amount of 
capital stock issued and outstanding; the names of its 
principal officers — viz., its President, Vice President or 
Vice Presidents, Secretary, and Treasurer, and a com- 
plete list of its Board of Directors ; the nature and char- 
acter of the business in which it is engaged. That every 
such corporation shall, at the time of filing said state- 
ment with the Secretary of State, pay to the said Sec- 
retary of State a sum of money as follows : Every cor- 
poration with a capital stock authorized by its charter ^^^^ 
of less than $100,000 and more than $50,000, $20; every 
corporation with a capital stock authorized by its charter 
of less than $50,000 and more than $25,000, $10; every 
corporation with a capital stock authorized by its char- 
ter of less than $25,000, $5 ; every corporation with a 
capital stock authorized by its charter of more than 
$100,000 and not more than $250,000, $30; every cor- 
poration with a capital stock authorized by its charter 
of not less than $250,000 and not more than $500,000, 
$50 ; every corporation having a capital stock authorized 
by its charter of not less than $500,000 or more than 
$1,000,000, $100; and every corporation having a cap- 
ital stock authorized by its charter of $1,000,000 and over, 
$150. That every company or corporation failing or re- 
fusing to prepare and file said statement and pay said 
money as hereinbefore provided shall be subject to a 
penalty of $500, which may be recovered in a suit 
brought in the name of the State of Tennessee against 
said company ; and that the Secretary of State shall, on 
or before the first day of September in each and every 
year, prepare a list of the corporations in default, and 
shall turn over the same to the Attorney-general of the 
State, who shall cause suits to be instituted for the recov- 
ery of said amounts by the District Attorney-general of 
the district in which said corporations in default have 
their principal offices or places of business. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare reciuiring it. 
Passed April 10, 1907. 

E. G. TOLLETT, 

Speaker of the Senate. 

JOHN T. CUNNINGHAM, JR., 
Speaker of the House of Representatives. 

Approved April 13, 1907. 

MALCOLM R. PATTERSON, 

Governor. 
12 



—178— 
CHAPTER 437. 

[Senate Bill No 165.] 

AN ACT to authorize any corporation chartered or to be char- 
tered by and under the laws of the State of Tennessee, whether 
by special Act or general law, to sell and convey the whole of 
its property, and to prescribe the conditions upon which such 
sale and transfer may be made, and to provide a method by 
valuing the shares of and compensating dissenting stockhold- 
ers. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all corporations now char- 
tered or that may hereafter be chartered under or by 
virtue of the laws of the State of Tennessee, whether 
by special statute or the general law, when in the judg- 
ment of the Board of Directors it is for the interest of 
the company, shall have the power to sell, convey, and 
transfer the whole of their property and franchises to 
any person or corporation of this or any other State or 
Territory of the United States engaged in carrying on 
or which may be aiuhorized by its charter to carry on in 
this or any other State or Territory of the United States 
the same general business as is authorized by the charter 
of the vendor corporations ; and the Board of Directors 
may empower the officers of said vendor corporation to 
make, execute, and in the name of the corporation de- 
liver all such deeds and contracts to said purchaser as 
may be necessary to effect said sale. 

Sec. 2. Be it further enacted, That before any such 
Notice. 5^]g shall be consummated it must be authorized by either 

a special or regular meeting of the stockholders of the 
selling corporation, at which meeting the resolutions in 
favor of such sale must receive the affirmative vote, either 
in person or by proxy, of the holders of two-thirds in 
value of the outstanding capital stock of the company; 
and if such resolutions are adopted at a special meeting, 
notice of such meeting and of the purpose of same must 
be given by publication once a week for four consecutive 
weeks in at least one newspaper published in each of the 
cities of Nashville, Memphis, and Chattanooga. 

Sec. 3. Be it further enacted, That on the ratifica- 
tion of said sale by the stockholders as provided in the 
preceding section and in order for it to be legal and 
effectual the directors of said vendor corporation shall 
ascertain the probable value of all the shares of stock 
owned by dissenting stockholders, and said vendor cor- 
poration shall make and execute a bond, the penalty of 
which to be double the amount of the value of all the 



—179— 

stock held by the dissenting stockholders, payable to the 
dissenting stockholders in said corporation, but to be 
void upon the payment of any recovery. Any of said 
dissenting stockholders may recover against said corpo- 
ration for the value of said stock as hereinafter provided, 
said bond to be approved by the Chancellor of the dis- 
trict in which the home office of the said vendor corpo- 
ration is located, and to be filed in the office of the Clerk 
and Master of the Chancery Court in the county where 
said home office is situated, and upon the payment of the 
legal fees therefor certified copies of said bond may be 
provided by the Clerk and Master to any of the inter- 
ested parties, and will be received in evidence in any suits 
brought by said dissenting stockholders to recover the 
value of his shares of stock as hereinafter provided. 

Sec. 4. Be it further enacted, That when any stock- 
holder of a corporation whose property is authorized to . 
be sold by this Act objects to said sale or dissents from 
it, such objecting or dissenting stockholder at any time 
within twelve months after date of such sale may bring 
suit in the Circuit or Chancery Court of the county in 
which the home office of the vendor corporation is located 
against the vendor corporation and on said bond and 
against said bondsmen for the purpose of having ascer- 
tained the value of the shares of stock owned by him. 
In his complaint or declaration the dissenting stockholder 
shall state, among other things, the facts relating to the 
sale of the corporate property; that he did not consent 
to said sale ; and the value of the shares of stock owned 
by him ; and he shall attach to his complaint or declaration 
or deposit with the Clerk of the court in which suit is 
brought at the time of filing his complaint or declaration 
the original certificates of shares owned and held by him. 
The selling corporation and said bondsmen shall there- 
upon be brought into court by, the usual process and 
have the usual time to answer or plead to said complaint 
or declaration. The issues involved in said cause shall 
thereupon be heard and determined by said court in the 
usual manner ; and if the facts alleged as to the sale of 
said corporate property and the ownership of stock and 
that complainant has not consented to the sale of the 
corporate property shall be ascertained to be true, the 
court shall then ascertain the value of said stock and 
render judgment therefor against the vendor corporation 
and on said bond and against said bondsmen and award 
execution for its collection, including the costs of the 
proceedings. Upon the payment of the judgment or de- 
cree in said cause and the court costs said stock shall 



Appeals. 



—ISO- 
Stand canceled and be surrendered by the Clerk of the 
court to the vendor corp.oration, and the interest of said 
dissenting stockholder in said stock and in the vendor 
corporation shall cease and be determined. From any 
judgment or decree rendered in said cause either party 
may appeal in the usual manner. In arriving at the value 
of said shares of stock, evidence may be introduced by 
either party as to what would have been the value of said 
stock upon dissolution of the corporation and distribu- 
tion of its assets as of the date of sale. 

Sec. 5. Be it further enacted, That this Act take efifect 
from and after its passage, the public welfare requiring it. 

Passed April 10. \907\ 

E. G. TOLLETT, 

Speaker of the Senate. 

JOHX T. CUNNINGHAM, JR., 
Speaker of th.e House of Representatives. 

Approved April 12. 1907. 

MALCOLM R. PATTERSON, 

Governor. 



CHAPTER 52. 

[Senate Bill Xo. 169.] 

(By Messrs. Howse and ^Matthews.) 

A BILL to be entitled "An Act to provide for the organization 
of corporations for the higher education of teachers." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That corporations for the higher 
education of teachers may be organized and created as 
hereinafter provided. 

Any five or more persons over twenty-one years of 
age, desiring to organize and create a corporation under 
this Act, in order thereo shall sign and acknowledge as 
hereinafter provided the following articles of incorpora- 
tion, to be known as the charter — namely : 

State of Tennessee, 
Charter of Incorporation. 

Be it known that (here fill this blank with the 

name of the five or more persons who desire to be incor- 
porated) are hereby constituted a body politic and cor- 



—181— 

porate by the name and style of (here fill this blank 

with the name of the corporation), for the purpose of 
establishing, conducting, and maintaining in this State a 
college or educational institution for the higher educa- 
tion of teachers. 

The general powers of this corporation are and shall 
be to sue and be sued by the corporate name ; to have 
and use a common seal, which it may alter at pleasure; 
to purchase and to receive by gift, bequest, and devise 
any property — real, personal, and mixed ; to hold, use, 
and manage the same for the purposes of the corpora- 
tion as hereinbefore set forth ; to execute and administer 
any trusts upon which property may be given to the cor- 
poration in furtherance and aid of the said purposes ; and 
to sell and dispose of any property owned or held by it, 
or any part thereof, whenever the same, or any part 
thereof, can no longer be usefully applied to the pur- 
poses of said corporation, and of the trusts on which 
the same is held, and the proceeds thereof to hold and 
apply for the same purposes and upon the same trusts ; 
to purchase or accept and hold any real estate in pay- 
ment in whole or in part of any debt due to the corpora- 
tion, and to borrow money for the purposes of the cor- 
poration, and secure the payment thereof by mortgage of 
its real estate or any part thereof ; and to do any and 
all things proper and necessary to establish, conduct, and 
maintain a college for the higher education of teachers ; 
to establish by-laws, and to make all rules and regula- 
tions not inconsistent with the laws and Constitutions 
of the State of Tennessee and the United States deemed 
expedient for the management of corporate affairs ; to 
elect or appoint a President, a Secretary, a Treasurer, 
and such other officers as the business of the corporation 
may require ; to designate the name of the office and the 
qualification of the officer, and fix his compensation ; 
provided, however, that no mortgage of any real estate 
of the corporation shall be valid if inconsistent with the 
trusts on which it is held, and unless authorized by the 
votes of two-thirds of the entire Board of Trustees and 
on order of the Court of Chancery. 

The incorporators and their successors in office shall 
be called and known as " Trustees." This charter or 
these articles of incorporation shall be subject to modifi- 
cation or amendment as prescribed by the Constitution 
of this State. The main business of the corporation is 

to be conducted at (here insert the name of the 

town or city), in the county of (here insert the 

name of the county), in the State of Tennessee. 



—182— 

In witness whereof, we, the undersigned, the incorpo- 
rators above mentioned, hereby apply to the State of 
Tennessee, by virtue of the la\vs of the land, for a char- 
ter of incorporation for the purposes and with the powers 
declared in the foregoing instrument. 

Witness our hands this, the dav of 

A. D 

Sec. 2. Be it further enacted. That the signatures of 
said incorporators must be acknowledged or any one or 
more signatures proved by one witness before the Clerk 
of the County Court of the county where the main busi- 
ness of the corporation is to be conducted, the fact of 
acknowledgment or probate to be entered on the books 
of his office, and also certified on the instrument, which 
instrument, with the application (of) the acknowledg- 
ment or probate, shall be registered in the Register's 
office of the same county, and the fact of registration 
shall be by the Register, indorsed on or attached to said 
instrument. The said instrument, registered as afore- 
said, shall then be transmitted to the Secretary of State, 
who shall copy the same in a book to be kept for that 
purpose with the probates, acknowledgments, certificates 
of Clerk, Register, etc. 

The Secretary of State shall then certify in or on the 
original instrument that the same has been registered in 
his office, to which certificate shall be applied the great 
seal of the State ; and upon the affixing of the great seal 
of the State to the said certificate or said original instru- 
ment and the registration of the said Secretary's cer- 
tificate, and the facsimile of said seal in the Register's 
office where said instrument was originally registered, 
the formation of the association as a body politic and 
corporate, with the powers specified in' its charter or arti- 
cles of incorporation and all other powers conferred u|jon 
it by law, is hereby declared complete, and the validity 
of the same shall not be in any legal proceeding collater- 
ally impeached. 

Sec. 3. Be it further enacted, That the said incorpo- 
rators shall constitute the first Board of Directors, and 
they and their successors in office shall be known as and 
called '' Trustees," and shall manage the affairs and prop- 
erty and conduct the business of said corporation. 

The Board of Trustees as from time to time consti- 
tuted shall have the power to fill all vacancies in the 
Board and to increase the number of Trustees to any 
number not exceeding thirty-three in all, including there- 
in the Governor of Tennessee, who shall be, and hereby 
is, made a member of said Board and a Trustee ex offi- 



—183— 

cio. A quorum at any meeting of the Board shall con- 
sist of a majority of the entire membership of the Board. 
Every Trustee shall have one vote in all elections and 
on all questions to be considered and voted upon, the 
result in all cases to be determined by a majority of the 
votes cast. A majority of the Board of Trustees shall 
be citizens of Tennessee, but any number of Trustees 
less than a majority may be citizens of other States, and 
the college shall be open to the citizens of all the States 
known as the " Southern States " upon the same terms 
and conditions as it is open to citizens of the State of 
Tennessee. Regular meetings of the Board shall be held 
at stated times, to be fixed by the by-laws ; but special 
meetings may also be provided for by such by-laws, 
which shall also specify by what authority and in what 
manner such special meetings shall be called ; provided, 
however, that notice of such special meetings shall be 
given to all- the members of the Board, either personally 
or by mail, directed to their places of residence at least 
one month before the date named for the meeting, and 
that the notice of any special meeting shall state the 
objects thereof, and the action of such special meeting 
shall be limited to the objects so notified. 

The Board of Trustees shall have power to provide 
by by-law for the creation of an Executive Committee, 
and prescribe the powers to be exercised by such Execu- 
tive Committee when the Board of Trustees shall not be 
in session. 

The Board shall keep a record of their proceedings, 
which shall at all times be subject X.<j the inspection of 
any member. The terms of all officers and the time and 
mode of their election or appointment shall be fixed by 
the by-laws ; but the term of no officer, except the Presi- 
dent, shall exceed three years. All members of the 
Board shall hold their offices as Trustees until death, 
resignation, or removal, as hereinafter provided. Any 
Trustees, excepting the Governor of Tennessee, may be 
removed from the Board at any time after reasonable 
notice and hearing for inefficiency, neglect, drunkenness, 
incompetency, or misconduct detrimental to the interests 
of the institution ; but the consent of four-fifths of the 
entire Board shall be required in order to effect such re- 
moval. 

Sec. 4. Be it further enacted, That all the property 
of the corporation shall be liable for the claims of cred- 
itors, and by no implication or construction shall the cor- 
poration possess the power to discount notes or bills, deal 
in gold or silver coin, issue any evidence of debts as cur- 



—184— • 

rency, buy and sell any agricultural products, deal in mer- 
chandise (beyond supplying its students and teachers 
with lodgings, furniture, board, fuel, lights, and with 
books, apparatus, etc., necessary for instruction), or en- 
gage in any business outside the purpose of the charter. 

As the general welfare of society and not individual 
profit is the object for which the charters herein men- 
tioned are authorized, the Trustees are not stockholders 
in the legal sense of the term, and no dividends or profits 
shall be divided among the members. A violation of the 
provisions of the charter or of this Act shall subject 
the corporation to dissolution at the instance of the State. 

Any corporation organized or -chartered hereunder 
which may desire to change its name or obtain further 
powers, which ])owcrs at an\- time hereafter shall have 
iDeen conferred by law ui^on cori)orations of this charac- 
ter, shall have the right to do so by proceeding in the 
manner and form prescribed by law for corporations 
chartered for ]:)rofit to obtain like objects. 

Sec. 5. Be it further enacted. That this Act take elTect 
from and after its passage, the public welfare requiring it. 

Passed Februar\- 3. 1909. 

^\A1. KIXXEY. 

Speaker of the Senate. 

M. HILLSMAX TAYLOR, 
Speaker of the House of Representatives. 

Approved FeljruaT}- 12. 1909. 

MALCOL.M R. PATTERSOX, 

Goveriior. 



CHAPTER 54. 

[House Bill Xo. 2)2).] 

(By Mr. Williams.) 

AX ACT to provide for the organization of bank corporations, 
and to provide that holders of stock in same shall be liable to 
its depositors, in addition to their stock, individually in an 
amount equal to the par value of their stock. 

Sectiox 1. Be it enacted by the General Assembly of 
the State of Tennessee, That charters may be granted any 
association of five or more perso^is, not under twenty- 
one years of age, to conduct a general banking business 
under the laws of this State, and for the security of the 



—185— 

depositors of said bank may bind themselves not only 
to the extent of their stock, but, in addition, individually 
to the extent of the par value of their stock. 

Sec. 2. Be it further enacted, That the charters herein 
provided for shall be signed and authenticated for reg- 
istration as now provided by law by all of said stock- 
holders, and said stockholders shall represent the full 
capital stock provided by the charter. 

Sec. 3. Be it further enacted, That said corporation 
so organized shall issue to each stockholder a certificate 
or certificates of his stock, Avhich said certificates shall 
show on their face that the owner and holder of the 
same is bound to the depositors of said bank not only to 
the extent of his stock, but, ,in addition, individually to 
the extent of the par value of his stock, and said stock- 
holder shall continue so bound until he shall sell and 
transfer his stock and the purchaser of the same shall 
accept from said banks a like certificate. 

Sec. 4. Be it further enacted, That a purchaser of 
stock issued as above provided shall be held liable ac- 
cording to the amount of his stock, as was the original 
holder of said stock. 

Sec. 5. Be it further enacted. That the form of char- 
ter for said corporation shall be the same as now pro- 
vided by law for the organization of banks and trust 
companies, with this amendment : 

The form of charter now provided by law for banks 
and trust companies shall have appended to same and 
above the signature of the persons applying for said char- 
ter the following: 

" We, the undersigned persons, all being twenty-one 
years of age, apply for the foregoing charter, hereby 
agreeing to bind ourselves to the depositors of said bank 
not only to the extent of our stock, but, in addition 
thereto, individually to the extent of the par value of our 
stock as security for said bank to said depositors, and 
we represent that we are the holders of all the stock 
provided for by the above charter." 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 12, 1909. 

WM. KINNEY, 

Speaker of the Senate. 

M. HILLSAIAN TAYLOR, 
Speaker of the House of Representatives. 

Approved February 13, 1909. 

MALCOLM R. PATTERSON, 

Governor'. 



—186— 

CHAPTER 113. 

[Senate Bill No. 122.] 

(By Alessrs. Howse and Alatthews.) 

AN ACT to be entitled An Act to authorize the business of a 
stock yard company and a provision and packing company to 
be incorporated and operated under one charter. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That hereafter stock yards and 
provision and packing companies may be chartered as 
one business and operated under one charter. 

Sec. 2. Be it further enacted, That the form of char- 
ter and the rights, powers, and privileges shall be as fol- 
lows : 

State of Tennessee. 

Charter of Incor])oration. 

Be it known that (here fill in this blank with the 

names of five or more persons who desire to be incor- 
porated) are hereby constituted a body politic and corpo- 
rate by the name and style of (here fill in the blank 

with the name of the corporation), for the purpose of 
buying, receiving, feeding, shi]:)ping. selling, and caring 
for live stock and the slaughtering of same and manu- 
facture thereof into all forms and. products known to 
commerce. 

The general powers of said corporation are to sue 
and be sued by the corporate name ; to have and use a 
common seal, which it may alter at pleasure (if no com- 
mon seal, then the signature of the name of the corpora- 
tion by any duly authorized officer shall be legal and 
binding) ; to purchase and hold or receive by gift, in ad- 
dition to the personal property owned by said corpora- 
tion, any real estate necessary for the transaction of the 
corporate business, and also to purchase or accept any 
real estate in payment or part payment of any debt due 
to the corporation, and sell realty for corporation pur- 
poses ; to establish by-laws and make all rules and regu- 
lations not inconsistent with the laws and Constitution, 
deemed expedient for the management of corporate af- 
fairs, and to appoint such subordinate officers and agents, 
in addition to a President, Secretary, or Treasurer, as 
the business of the corporation may require, designate 
the name of the office and fix the compensation of the 
officer ; to borrow money and issue notes or bonds on the 
faith of the corporate property, and also to execute a 



—187— 

mortgage or mortgages as further security for payment 
of money thus borrowed. 

The following provisions and restrictions are coupled 
with said grant of powers : A failure to elect officers at 
the proper time does not dissolve the corporation, but 
those in office hold until the election or appointment and 
qualification of their successors. The term of all offi- 
cers may be fixed by the by-laws of the corporation, the 
same not, however, to exceed two years. The corpora- 
tion may, by by-laws, make regulations concerning the 
subscriptions for or transfer of stock ; fix upon the 
amount of capital to be invested in the enterprise ; the 
division of same into shares ; the time required for pay- 
ment thereof by the subscribers for stock ; the amount to 
be called for at any one time ; and in case of failure of 
any stockholder to pay the amount thus subscribed by 
him at the time and in the amounts thus called, a right of 
action shall exist in the corporation to sue said defaulting 

stockholder for the same. The Board of Directors , 

which may consist of five or more members, at the cap- 
tion of the corporation, to be elected either in person or 
by proxy by a majority of the votes cast, each share 

representing one vote , shall keep a full and true 

record of all their proceedings, and an annual statement 
of receipts and disbursements shall be copied on the 
minutes, subject at all times to the inspection of any 
stockholder. A majority of the Board of Directors shall 
constitute a quorum, and shall fill all vacancies until the 
next election. The first Board of Directors shall con- 
sist of the five or more corporations who shall apply for 
and obtain the charter. The books of the corporation 
shall show the orginal or subsequent stockholders, their 
respective interests, the amount which has been paid, and 
the shares subscribed ; the transfer of stock, by and to 
whom made ; also other transactions in which it is pre- 
sumed a stockholder or creditor may have an interest. 

The amount of any unpaid stock due from a subscriber 
to the corporation shall be a fund for the payment of 
any debts due from the corporation ; nor shall the trans- 
fer of stock by any subscriber relieve him from payment 
unless his transferee has paid up all or any of the bal- 
ance due on said original subscription. 

By no implication or construction shall the corpora- 
tion be deemed to possess any powers except those here- 
by expressly given or necessarily implied from the nature 
of the business for which the charter is granted, and by 
no inference whatever shall said corporation possess the 
power to discount notes or bills, deal in gold or silver 



—188— 

coin, issue any evidence of debts as currency, or engaoe 
in any business outside the purpose of the charter. The 
right is reserved to repeal, annul, or modify this charter. 
If it is repealed, or if the amendments proposed, being 
not merely auxiliary, but fundamental, are rejected by a 
vote representing more than half of the stock, the cor- 
poration shall continue to exist for the purpose of wind- 
ing up its affairs, but not to enter upon any new business. 
If the amendments or modifications, being fundamental, 
are accepted by the corporation as aforesaid, in a gen- 
eral meeting to be called for that purj^ose. any minor, 
married woman, or other person under disability, or any 
stockholder not agreeing to the acceptance of the modi- 
fication shall cease to be a stockholder, and the corpora- 
tion shall be liable to pay said withdrawing stockholders 
the par value of their stock, if it is worth so much: if 
not, then so much as may be its real value in the market 
on the day of the witlidrawal of said stockholders as 
aforesaid. 

Provided, that the claims of all creditors are to be ]:)aid 
in ])reference to said withdrawing stockholders. If the 
indebtedness of said company shall at any time exceed 
the capital stock ])aid in. the directors assenting thereto 
shall be individual! v lial)lc to the credi<:ors for said ex- 
cess. The stockholders are jointly and severally liable 
individually at all times for all moneys due and owing 
to the laborers, servants, clerks, and operators of the 
company, in case the corporation becomes insolvent. 

If the directors declare and pay any dividend when 
the company is insolvent, on which declaration of a divi- 
dend would diminish the amount of the capital stock, 
they shall be jointly and severally liable to creditors for 
the amount of dividends thus declared. Any director 
may avoid liability by voting against the dividend, or by 
filing his objections in writing as soon as he ascertains a 
dividend has been made. 

Sec. 3. Be it fiirtJier enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 

Passed February 15, 1909. 

\\\AI. KIXXEY, 

Speaker of the Senate. 

M. HILLS^IAX TAYLOR? 
Speaker of the House of Representatives. 

Approved February 20, 1909. 

MALCOLM R. PATTERSOX, 

Governor. 



—189— 

CHAPTER 127. 

[Senate Bill No. 204.] 

(B}^ Mr. Cummings.) 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875, approved March 23, 1875, so as to provide for the 
organization of corporations for water, electric-light, heat, and 
water-power companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
1875, entitled "An Act to provide for the organization 
of corporations," passed March 19, 1875, be, and the 
same is hereby, amended so as to provide for the organi- 
zation of water and electric-light, heat, and water-power 
companies. 

Sec. 2. Be it further enacted, That the form of a 
charter for water and electric-light, heat, and water- 
power companies shall be as follows : 

Be it known that (here insert the names of five 

or more persons over the age of twenty-one years) are 
hereby constituted a body politic by the name and style 

(here insert name of corporation), for the following 

purposes : 

1. To improve and develop the water power of rivers 
and streams which are in fact navigable or unnavigable 
for generating, distributing and selling electricity and 
electrical and mechanical power for manufacturing Hght, 
heat, or any other purposes which electricity or electrical 
or mechanical power is now or may hereafter be applied 
in any manner or form whatsoever. 

2. To establish and construct or acquire, by lease, pur- 
chase, or otherwise, waterworks for the purpose of sup- 
plying cities, towns, and villages with water for domestic, 
sanitary, manufacturing, or other purposes. For these 
purposes said company is hereby authorized and empow- 
ered to and invested with the privilege of constructing 
or acquiring from others, by purchase, lease, or other- 
wise, lands, rights of way, reservoirs, dams, canals, 
ditches, flumes, pipe lines, and such other works, plants, 
equipments, and appliances and appurtenances' as may be 
necessary, useful, or appropriate for collecting, convey- 
ing, or utilizing the water for power, manufacturing, 
domestic, sanitary, and other uses. Each corporation 
chartered hereunder shall place and maintain in connec- 
tion with such dams, reservoirs, or other works in navi- 
gable rivers and streams, sluiceways, locks, or other fix- 



—190— 

tures sufficient and so arranged as to permit logs, timber, 
lumber, and boats to pass around, through, or over same 
without any unreasonable delay or hindrance and with- 
out toll or charges. Before the work is commenced in 
any of the navigable streams of this State, the plan and 
details thereof shall be submitted to the ^^'ar Depart- 
ment of the United States for its approval, and said. War 
Department may at any time require such changes and 
alterations to be made in said works at the expense of 
said corporation organized hereunder as it may deem 
advisable and necessary in the interest of navigation, and 
all the work hereby authorized or permitted to be done 
shall be subject to the supervision and approval of the 
War Department of the United States or the engineers 
thereof in charge of the locality in wliicli such dams or 
other works are located. 

Sec. 3. Be it further enacted. That said corporation, 
after having: first obtained permission from the govern- 
ing authorities thereof, is hereby authorized and empow- 
ered to and invested with the privilege of extending and 
placing its electric wires, conduits, conductors. i~)ipes, and 
pipe lines along, through, or upon all or any of the streets, 
lanes, and alleys of the cities, towns, and villages in 
which it may now or hereafter operate under the pro- 
visions hereinafter (provided), and in, through, and 
along any and all of the roads, pikes, and public high- 
ways of the counties, and of erecting hydrants and fire 
plugs at suitable places along said streets, lanes, alleys, 
roads, pikes, and public highways for the purpose of sup- 
plying water, electricity, or electric or mechanical power 
to the inhabitants thereof for heat, light, manufacturing, 
domestic, or sanitary or other purposes, and for such 
purposes it may make any and all necessary excavations 
in and along the same after first obtaining permission 
from the governing authorities of the incorporated cities, 
towns, and villages, and when outside of any incorpo- 
rated towns, of the governing authority of the county in 
which same is located ; but all excavations shall be made 
in such manner as to give the least inconvenience to the 
public, and shall be replaced with all possible speed by 
and at the expense of the corporation chartered hereun- 
der in as 'substantial manner as found before being ex- 
cavated. 

Sec. 4. Be it further enacted, That it may also con- 
tract with cities, towns, and villages, and with persons, 
firms, and corporations for supplying them with water, 
light, heat, .electricity, electrical and mechanical powers, 



—191— 

and any other article or thing with it may produce or 
handle. 

Sec. 5. Be it further enacted, That any corporation 
organized hereunder is hereby authorized and empowered 
to acquire, by purchase, condemnation, or other proper 
method, the right to use, employ, and divert the water 
flowing and running into any stream or water course 
which may be necessary to the exercise of any of the 
powers of a public or quasipublic character herein 
granted to the said corporation ; and whenever it shall be 
necessary to divert the water from any such stream or 
water course to be used for any of the purposes herein 
provided, the said corporation shall have the right to 
have the water to be so diverted and the land so to be 
used, over which it shall be conducted, condemned, and 
the value thereof assessed in the manner provided in 
Sections 1325 to 1348 of the Code of Tennessee ; and it 
may in like manner take such land, water, and riparian 
rights, and such rights of way as may be necessary for 
establishing and maintaining its power houses, canals, 
flumes, conduits, pipe lines, ponds, dams, reservoirs, and 
other works, and the rights of way to any and all lands 
between its ponds, dams, and reservoirs and power 
houses, and the cities, towns, and villages and other points 
at which its light, heat, water, electricity, and electrical 
and mechanical power may be transmitted, consumed, or 
disposed of as may be necessary to place its electric wires, 
conductors, conduits, ditches, canals, flumes, pipe lines, 
and transmission lines either above or underground, and 
may at any time enter thereon and repair same, or, when 
deemed necessary or advisable, to place additional equip- 
ment, appliances, or appurtenances ; but in all cases same 
shall be done in such manner and with such haste as to 
do as little injury to private property as possible. 

Sec. 6. Be it further enacted, That it shall be unlawful 
for any person to injure or destroy any of the wires, 
pipes, fixtures, or other property of said company, or to 
turn on water or electricity, or to make any connection 
with the wires, pipes, or other fixtures after the same 
has been shut off, stopped, or disconnected by the com- 
pany. It shall also be unlawful for any person to take 
or use any water, electricity, or other thing belonging to 
the company for any purpose without having previously 
contracted with the company therefor. It shall also be 
unlawful for any person to willfully corrupt or permit 
anything to run or fall into any stream or reservoir from 
which the corporation takes water for the purpose of sup- 
plying any city, town, or village, or the inhabitants there- 



—192— 

of, which will corrupt the same or render it unpalatable, 
unwholesome, or unfit for use for any purpose for which 
it may be supplied, or to bathe in or lead any animal 
into the same. 

Any person violating any of the provisions of this 
section shall be guilty of a misdemeanor, and, upon con- 
viction thereof, shall be fined not less than $10 nor riiore 
than $50, one-half of such fine to go to the informer. 
In addition to the above fine, he shall also be civilly 
liable to the corporation for all damages incurred by 
reason of his unlawful act. 

Sec. 7. Be it further enacted, That the general pow- 
ers and restrictions of said corporation shall be as set 
out in Section 5 of Chapter 142 of the Acts of Tennes- 
see of 1875. 

Sec. 8. Be it further enacted. That this Act shall take 
efifect from and after its passage, the public welfare re- 
quiring it. 

Passed February 18. 1909. 

W.M. KIXXFA'. 

Speaker of the Senate. 

M. HILLSMAN TAYLOR, 
Speaker of the House of Representatives. 

Approved February 25, 1909. 

MALCOLM R. PATTERSON, 

Governor. 



CHAPTER 245. 

[Senate Bill Xo. 185.] 

(By Mr. Ward.) 

AN ACT authorizing the issuing of charter for waterworks. 
ice plants, electric lighting plants, and water, ice, and elec- 
tric power plants or systems under one and the same charter 
of incorporation ; provided, the provisions of this Act shall 
apply only to counties having a population of not less than 
20,920 and not exceeding 22,117, and counties having a popula- 
tion of not less than 39,400 and not exceeding 39,450, accord- 
ing to the Federal census of 1900 or any subsequent Federal 
census. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That all persons, firms, partner- 
ships, copartnerships, and all chartered corporations with- 
in towns, cities, or villages in this State, with a popula- 



—193— 

tion of not more than five thousand (5,000) inhabitants 
according to and computed by the Federal census of 1900 
and any subsequent Federal census, may operate under 
one and the same management, and may take out charter 
of incorporation under the provisions of this Act to ac- 
quire both real and personal property for the purpose of 
constructing, putting in operation, equipping, and main- 
taining a system of waterworks and electric-lighting 
plant and ice plant under one and the same charter, 
grant, or privilege of incorporation authorized by this 
Act ; and under the grant and the provisions and restric- 
tions of this Act authority is given whereby any persons, 
firms, partnerships, copartnerships, and chartered corpo- 
rations may obtain a charter of incorporation as one char- 
ter, grant, or privilege of incorporation under this Act, 
and may organize a company or corporation and operate 
under the same to acquire both real and personal property 
for the purpose of constructing, operating, putting in, 
equipping, and maintaining, and may put in, build, or 
erect a system of waterworks and a system of water 
power company and an ice plant for the purpose of man- 
ufacturing and making ice, electricity, and furnishing 
water, ice, and electricity for all purposes to the said 
cities, towns, or villages or the inhabitants thereof, and 
to firms, partnerships, and to individuals, firms, corpora- 
tions, partnerships, and copartnerships beyond the limits 
of said towns, cities, or villages under contract ; provided, 
hozvever, that but one charter of incorporation under this 
Act shall be granted to the same parties whereby they 
may operate at more than one place at one time an elec- 
tric plant, waterworks or ice plant or system ; provided, 
further, that nothing in this Act shall be construed as an 
inhibition to the taking out of a separate charter for any 
of the purposes herein expressed under provisions made 
and heretofore provided by law. 

Sec. 2. Be it further enacted. That all powers, privi- 
leges, and authority now by law conferred upon water- 
works, electric-lighting companies, ice companies, and 
water or electric-power companies, and electric-lighting, 
heating, and power companies and restrictions touching 
same not inconsistent with the provisions in this Act con- 
tained and that are applicable to companies or corpora- 
tions organized or chartered under this Act are applica- 
ble to all corporations created and chartered by and un- 
der this Act; provided, that the provisions of this Act 
shall apply only to counties having a population of not 
less than 20,920 and not exceeding 22,117, and counties 
having a population of not less than 39,400 and not ex- 

13 



—19 

ceeding '39.450 according to the Federal census of 1900 
or any subsequent Federal census. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 22, 1909. 

WM. KIXXEY, 

Speaker of tJie Sejiate. 

.M. HILLSMAX TAYLOR. 
Speaker of the House of Represe)itatn'es. 

Approved .\pril 24. 1909. 

MALCOL:\r R. PATTERSON, 

Goz'enwr. 

CHAPTER 559. 

[Senate Bill No. 421.] 

(By Mr. Xeal.) 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, and 
approved March 23, 1875, and being Chapter 142 of the Acts 
of 1875 and the Acts amendatory thereto, by providing for 
the chartering and organization of Young Aien's Christian 
Associations and Young Women's Christian Associations ; to 
fix the maximum number of directors of such corporations; 
to define the powers of such corporations ; and to authorize 
such corporations to acquire property by gift, bequest, or de- 
vise, subject to such limitations and conditions as the donor or 
testator may attach thereto. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That an Act entitled "An Act 
to provide for the organization of corporations," passed 
March 19. 1875, and approved ]^Iarch 23, 1875, and be- 
ing Chapter 142 of the Acts of 1875, and Acts amenda- 
tory thereto, be, and hereby is, amended b^ adding to 
Section 1 of said Act, Subsection No. 7, as follows : 

" 7. The encouragement, support, and maintenance of 
Young Glen's Christian Associations and Young Wom- 
en's Christian Associations for the social, physical, in- 
tellectual, and spiritual improvement of young men and 
young women." 

Sec. 2. Be it further enacted, That said Act, entitled 
"An Act to provide for the organization of corporations," 
passed ^larch 19, 1875, and approved I\Iarch 23, 1875, 
and being Chapter 142 of' the Acts of 1875, and Acts 
amendatory thereto, be, and are hereby, further amended 



—195— 

by giving Boards of Directors of Young Alen's Chris- 
tian Associations and Young Women's Christian Asso- 
ciations power to increase the number of Directors of 
such associations to any number not exceeding thirty- 
six if they deem the interests of the corporation requires 
such increase. 

Sec. 3. Be it furtJicr enacted, That any corporation 
chartered and organized under the provisions of this Act 
shall have all the general powers of a corporation not for 
profit as set forth in Chapter 142 of the Acts of 1875, 
and Acts amendatory thereto, and shall have power and 
authority to acquire any real or personal property, and 
to take, receive and hold any and all gifts, bequests, de- 
vices of property, for the purposes of said corporation, 
subject to such limitations and conditions as the donor 
or testator may attach thereto. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare recjuiring it. 

Passed May 1st, 1909. 

WM. KINNEY, 

Speaker of the Senate. 

M. HILLS:\IAN TAYLOR. 

Speaker of tJie House of Representatives. 

Approved ^lay 1, 1909. 

MALCOLAI R. PATTERSON, 

Governor. 

CHAPTER 4. 

[Senate Bill No. 177.] 

(By ]\rr. McAlister.) 

AN ACT to amend an Act entitled "An Act to incorporate the 
purchasers of the property and franchises of any incorporated 
company of the State when sold under mortgage," being Chap- 
ter 84 of the Acts of 1885, so as to authorize corporations 
organized and existing under the provisions of said Act to 
increase the maximum number of their boards of directors to 
twelve members. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 84 of the Acts of 
1885, entitled "An Act to incorporate the purchasers of 
the property and franchises of any incorporated property 
when sold under mortgage," be, and the same is, hereby 
amended so that the maximum number of members of 
the board of directors of any corporation heretofore or- 
ganized and doing business under said Act or hereafter 



—196— 

organized shall be twelve (12) instead of nine (9), as 
provided in said Act ; and that any such corporation may 
from time to time, and as its stockholders may determine, 
elect, or appoint on the board of directors thereof any 
number of directors not less than three (3) nor more than 
twelve (12). 

Sec. 2. Be it further enacted, That this Act take effect 
frorn and after its passage, the public welfare requiring it. 

Passed February 7, 1911. 

N. BAXTER. JR., 
Speaker of tJic Sejiate. 

A. M. LEACH. 
• Speaker of the House of Representatives. 

Approved February 9, 1911. 

BEN W. HOOPER, 

Governor. 

CHAPTER 15. 

[House Bill No. 150.] 

(By Messrs. Galloway and Lipscomb.) 

AN ACT to amend an Act passed March 19, 1875, approved 
March 23, 1875, being Chapter 142 of the Acts of 1875, enti- 
tled An Act to provide for the organization of corporations. 

Section 1. Be it enacted by tJie General Assembly of 
the State of Tennessee, That Paragraph 3, Section 1, 
Chapter 142 of the Acts of 1875, be, and the same is, 
hereby amended by inserting after the words " or fine 
arts" the following: ** The organization and support of 
cemetery associations for the purpose of acquiring and 
maintaining cemeteries or burial places wherein soldiers 
and sailors or other persons are buried, and for the pres- 
ervation and maintenance of such cemeteries other than 
cemetery organizations for profit." 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed February 10, 1911. 

A. 'M. LEACH, 
Speaker of the House of Representatives. 

N. BAXTER, JR., 
Speaker of the Senate. 

Approved February 16. 1911. 

BEN W. HOOPER, 

Governor. 



—197— 

CHAPTER 19. 

[Senate Bill No. 123.] 

(By Mr. McAlister.) 

AN ACT to authorize and empower corporations heretofore cre- 
ated for purposes of education or -learning under the provi- 
sions of the Acts of the General Assembly of Tennessee en- 
acted prior to the adoption of the Constitution of said State 
adopted in the year 1870, to continue their corporate existence 
and to become vested with all the powers, rights, and privileges 
granted to and become subject to all the penalties, limitations, 
and restrictions imposed upon corporations organized for the 
general welfare of society and not for profit by the Act enti- 
tled "An Act to provide for the organization of corporations." 
passed March 19, 1875, and approved March 23, 1875, and all 
subsequent Acts amendatory thereof in lieu and in place of the 
powers, rights, and privileges granted to and the penalties, 
limitations, and restrictions imposed upon such corporations as 
originally created. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any corporation heretofore 
created for the purpose of education or learning under the 
provisions of the Acts of the General Assembly of Ten- 
nessee enacted prior to the adoption of the Constitution 
of said State adopted in the year 1870, which may at any 
time before the final dissolution of such corporation as 
provided by law desire to amend its charter for the pur- 
pose of continuing its corporate existence and becoming 
vested with all the powers, rights, and privileges granted 
to, and becoming subject to, all the penalties, limitations, 
and restrictions imposed upon corporations organized 
for the general welfare of society and not for profit by 
the Act of the General Assembly of Tennessee, entitled 
"An Act to provide for the organization of corporations," 
passed March 19, 1875, approved March 23, 1875, and all 
subsequent Acts of said General Assembly amendatory 
thereof in lieu and in place of the powers, rights, and 
privileges granted to and the penalties, limitations, and 
restrictions imposed upon such corporations as origi- 
nally created shall have the right to do so by the board of 
trustees of such corporation making an application in 
these words : " We, the undersigned, composing the 
board of trustees of (here insert name of corporation), 
hereby apply to the State of Tennessee, by virtue of the 
laws of the land, for an amendment to the charter and 

memorandum of incorporation of said , 

whereby said corporation may continue its existence and 
become vested with all the powers, rights, and privileges 
granted to and be and become subject to all of the pen- 



—198— 

alties, limitations, and restrictions imposed upon corpo- 
rations organized for the general welfare of society and 
not for profit by the Act entitled "An Act to provide for 
the organization of corporations," passed ]\larch 19, 
1875, approved ^larch 23. 1875, and all subsequent Acts 
amendatory thereof, in lieu and in place of the powers, 
rights, and privileges granted to and the penalties, limi- 
tations, and restrictions imposed upon said corporations 

as originallv created. \Mtness our hands this the 

day of —'- 19 

"(To be signed by all of the trustees)." 

Sec. 2. Be it further enacted, That the said applica- 
tion for amendment shall be probated or acknowledged 
and recorded as provided by Section 26 and Section 23 
of the said Act of 1875, entitled "An Act to provide for 
the organization of corporations," passed iNlarch 19, 
187h, approved March 23, 1875, as in case of application 
for original charters under said Act, and the certificate 
of registration given by the Secretary of State under the 
great seal of the Statfe shall, when recorded as required, 
complete the Act of amendment, and the validity thereof 
shall not in any legal ]:)roceedings be collaterally im- 
peached or questioned, and said corporation shall there- 
after continue to exist in the same manner as if it had 
been originally chartered under the said Act of 1875, 
entitled "An Act to provide for the organization of cor- 
porations." or any subsequent Act amendatory thereof, 
and shall have the same powers, rights, and privileges and 
none other, and shall be subject to the same penalties, 
limitations, and restrictions and none other, as are 
granted to or imposed upon corporations organized for 
the general welfare of society and not for profit under 
said Act of 1875, or any subsequent Act amendatory 
thereof, and as if it had been originally chartered under 
said Act of 1875 or any Act amendatory thereof ; nor 
shall it thereafter be subject to any of the penalties, lim- 
itations, and restrictions imposed upon it as originally 
incorporated, saving and excepting such as are embraced 
in and imposed by said Act of 1875 and all subsequent 
Acts amendatory thereof. 

Sec. 3. Be it further enacted, That the fees of the Sec- 
retary of State, Registers, and County Court Clerks for 
the Registration, probate, and acknowledgment of the 
amendments herein provided shall be the same as pro- 
vided in the case of original charters obtained under the 
said Act of 1875, entitled "An Act to provide for the or- 
ganization of corporations," and all subsequent Acts 
amendatory thereof. 



—199— 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed February 17, 1911. 

N. BAXTER, JR., 
Speaker of the Senate. 

A. M. LEACH, 

Speaker of the House of Representatives. 

Approved March 28, 1911. 

BEN W. HOOPER, 

Governor. 



CHAPTER 47. 

[House Bill No. 444.] 

(By Mr. Massa.) 

AN ACT to provide for the incorporation of cemeteries not run 
for profit, and to amend Chapter 142 of the Acts of the Gen- 
eral Assembly of the State of Tennessee, 1874-5. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That cemeteries not run for 
profit and that have no capital stock may be incorporated, 
and that the form of charter provided tor in Section 9 of 
Chapter 142 of the Acts of the General Assembly of Ten- 
nessee, 1874-5, and all the provisions of said x\ct shall 
apply to such corporation, except that the provisions of 
said Act in regard to the improvement, fund, and the 
other provisions in said Act in regard to the funds of 
such corporations provided for in said Act, be, and the 
same is, hereby repealed as to corporations formed under 
this Act. 

Sec. 2. Be it fiirtJier enacted, That all vacancies in the 
Board of Directors shall be filled by the County Court of 
the county where the cemetery controlled by said corpo- 
ration is located. 

Sec. 3. Be it further enacted, That Section 9 of said 
Chapter 142 of the Acts of the General Assembly of 
1874-5 be further amended so as to strike from the same 
in so far as it applies to the corporations herein provided 
for, the provisions in same which require the land pur- 
chased to be situated^ not less than one mile from the 
corporation line of a town containing 15,000 inhabitants, 
nor less than two miles from a corporation line of a 
town containing a greater number of inhabitants. 



—200— 

Sec. 4. Be if further enacted, That corporations 
formed under this Act are hereby empowered to pur- 
chase and hold land for the purposes provided for in 
said Act of 1874-5 in or near any town of any number 
of inhabitants, whether the same is an incorporated town 
or not, and in any part of the country away from any 
incorporated town. 

Sec. 5. Be it further enacted, That all laws and parts 
of laws in conflict with this Act be, and the same is, 
hereby repealed, and that this Act take effect from and 
after its passa.e^e, the public welfare requiring it. 

Passed April 6, 1911. 

A. ^I. LEACH, 
Speaker of the House of Representatives. 



Approved April 15, 1911, 



N. BAXTER, JR., 
Speaker of the Senate. 

BEN W. HOOPER, 

Governor. 



CHAPTER 13. 

[Senate Bill Xo. 19.] 

(By Mr. Fisher.) 

AN ACT to amend an Act entitled "An Act to require corpora- 
tions to file certain information with the Secretary of State, 
and to provide for the payment of an annual fee therewith 
to the Secretary of State." heing Chapter 434 of the Acts of 
the General Assemhlv of the State of Tennessee for the year 
1907, passed April 10, 1907, and approved April 13, 1907, so as 
to provide more efficient means for the enforcement of said 
Act. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 434 of the Acts of 
1907, entitled "An Act to require corporations to file cer- 
tain information, with the Secretary of State, and to 
provide for the payment of an annual fee therewith to 
the Secretary of State," passed April 10, 1907, and ap- 
proved April 13, 1907, be, and it is, hereby amended by 
striking out all that part of Section 1 following the words 
and figures " and over $150," in the forty-sixth line of 
said section as same appears in the published Acts for the 
year 1907, and substituting therefor the following — to 
wit: 



—201— 

Every corporation failing or refusing to file said state- 
ment and pay said fee as hereinbefore provided shall, in 
addition to the fee, pay a penalty of one dollar for each 
day's delinquency. 

The Secretary of State is authorized and empowered, 
and it shall be his duty, after the first day of Septem- 
ber in each year, to issue a distress warrant for the col- 
lection of the fee and penalty due from each delinquent 
corporation. Said distress warrant may be addressed 
and delivered to the Sheriff of the county wherein such 
delinquent corporation has its principal office or place of 
business, or to the Sheriff of any county in which the 
Secretary of State has reason to believe property of such 
delinquent corporation may be found. 

The Sheriff into whose hands such distress warrant 
may come, or his deputy, may execute same by distraint 
and sale of personal property belonging to such delin- 
quent corporation, and the proceedings in respect thereto 
shall be the same as are provided by law for proceedings 
under an execution at law from a court of record ; and 
the executing officer shall be entitled to the same fees, 
commissions, and necessary expenses of removing and 
keeping property distrained as in case of an execution 
from a court of record. 

If the officer cannot find personal property to satisfy 
said distress warrant, he may levy same upon any real 
estate in his county belonging to such delinquent corpo- 
ration ; and if levied on land, said distress warrant, to- 
gether with the officer's return thereon, shall be returned 
to the Circuit Court of the county wherein the land lies, 
and the land shall be condemned and sold under the or- 
ders of said Circuit Court in the same manner as in case 
of the levy on land of an execution issued by a Justice 
of the Peace. 

Sec. 2. Be it further enacted, That the Secretary of 
State shall annually on the first day of July hereafter 
pay into the treasury of the State of Tennessee all fees 
collected for filing corporation reports, less the amount 
of actual expense incurred in collecting same ; provided, 
however, no expense shall be allowed for the collection 
of said fund unless the same is shown by vouchers sworn 
to and approved by the Secretary of State and Comp- 
troller ; provided, that in case an attorney is required to 
enforce said collection, it shall be the duty of the District 
Attorney-General of the district in which the property 
of the delinquent corporation or corporations is situated 
to represent the State without extra compensation. 



—202— 

Sec. 3. Be it further enacted, That all laws and parts 
of laws in conflict with this Act be, and the same are, 
hereby repealed, and that this Act take effect on and 
after its passage, the public welfare requiring it. 

Passed September 25, 1913. 

NEWTON H. WHITE, 

Speaker of the Senate. 

W. M. STANTON, 
Speaker of the House of Representatives. 

Approved September 26, 1913. 

BEN W. HOOPER, 

Governor. 



CHAPTER 28. 
[Sexate Bill No. 18.] 

(By Mr. Fisher.) 

AX ACT to provide a method for the surrender of the charters, 
and the voluntary dissolution of corporations, chartered under 
the laws of this State for purposes of individual profit, and 
for the distribution of the assets of such dissolved corpora- 
tions. 

Section 1. Be it enacted by the General Assembly of 
tJie State of Tennessee, That any corporation chartered 
under the laws of this State for purposes of individual 
profit may surrender its charter of incorporation in the 
manner hereinafter provided. The stockholders of such 
corporation desiring to surrender its charter shall, by 
resolution in writing, adopted at a regular meeting or a 
legally called special meeting of the stockholders, and by 
an affirmative vote of not less than three-fourths of the 
shares of stock of the corporation represented by the 
stockholders present in person or by written proxy, de- 
clare the desire of the stockholders to surrender the char- 
ter and dissolve the corporation, and direct the President 
and Secretary of the corporation to file in the office of 
the Secretary of State a sworn certificate showing the 
adoption by the stockholders of such resolution as afore- 
said. 

Sec. 2. Be it further enacted. That upon the adoption 
by the stockholders of a resolution as provided in Section 
1, the President and Secretary of the corporation shall 



—203— 

execute, under oath, a certificate substantially in the fol- 
lowing form — to wit : 

State of Tennessee. 
Surrender 

OF 

Charter of Incorporation. 

We, and , 

the President and Secretary, respectively, of (here insert 
the name of the corporation), a corporation chartered 
and organized under the laws of the State of Tennessee, 
hereby certify that at a regular meeting (or special meet- 
ing, as the case may be) of the stockholders of said cor- 
poration, properly called and held at the offices of said 
corporation, in the county of (or else- 
where, as the case may be), a resolution in writing was 
adopted by an affirmative vote of the stockholders, rep- 
resenting three-fourths (or more than three-fourths, or 
all, as the case may be) of the shares of stock in said cor- 
poration, declaring the desire of the stockholders to sur- 
render the charter and dissolve said corporation, and 
that said resolution was duly entered on the minutes of 
said corporation. 

Now, therefore, we, the said , 

President, and the said , Secre- 
tary, of said corporation, pursuant to the aforesaid res- 
olution, hereby certify the fact of the adoption of said 
resolution by the stockholders of said corporation, to 
the end that this certificate may be duly recorded in the 
office of the Secretary of State, and the charter of said 
(here insert the name of the corporation) surrendered 
and said corporation dissolved. 



President. 



Secretary. 

The President and Secretary executing said certificate 
shall make oath to the truth of the statements therein 
before the County Court Clerk or Notary Public of the 
county in which the principal office of said corporation is 
located, and the County Court Clerk shall append thereto 
a certificate substantially as follows — to wit : 

State of Tennessee, 

County of 

Personally appeared before me, 

of the county aforesaid, and 



— 2Ci4— 

with whom I am personally ac- 
quainted, and who made oath before me in due form of 

law that is the President and 

is the Secretary of (here insert the name of the corpora- 
tion), and that the statements made in the foregoing cer- 
tificate are true. 

Sec. 3. Be it further enacted. That the aforesaid cer- 
tificate of the President and Secretary of said corpora- 
tion, together with the certificate of the County Court 
Clerk or Notary Public appended thereto, shall be filed 
in the office of the Secretary of State and recorded in a 
book kept by him for that purpose, and for which filing 
and recording a fee of five dollars ($5) shall accom- 
pany said certificate to the office of the Secretary of State, 
which shall be naid into the treasury of the State as other 
fees of said office. 

Sec. 4. Be it further etiacted. That the filing of said 
certificate in the office of the Secretary of State shall 
operate as a surrender to the State by the corporation of 
all its corporal franchises and privileges, and shall have 
efifect to annul the charter of said corporation, and its 
right to continue the corporate business shall thereupon 
cease and determine ; provided, hozcever, that the rights 
of the creditors of said corporation to the satisfaction of 
their debts out of the corporate assets shall not be preju- 
diced thereby ; and provided, also, that the corporation 
shall continue to exist for the purpose of winding up its 
aflfairs so long as may be necessary for that purpose, but 
no longer, or otherwise. 

Sec. 5. Be it further enacted, That the officers of said 
corporation in charge of its business and property at the 
time of such dissolution shall hold the assets thereof as 
trustees for the benefit of the creditors and stockholders 
of the corporation, unless other persons are appointed for 
that purpose by said corporation or a court of competent 
jurisdiction ; and such trustees shall have power to col- 
lect debts due the corporation, sell such property of the 
corporation as may be necessary to pay its debts, and dis- 
tribute the remaining assets, after the payment of debts 
and necessary expenses of administration, among the 
stockholders ; and all suits necessary and proper to be 
brought in order to effect a settlement of the affairs of 
said corporation may be brought by said trustees in the 
name of the corporation, and no suit pending on behalf 
of or against said corporation at the time of the surren- 
der of its charter in the manner herein provided shall 
abate because of such surrender, but may be prosecuted 
to final judgment or decree. 



—205— 

Sec. 6. Be it further enacted, That this Act take effect 
from and after its passage, the pubhc welfare requiring it. 
Passed September 26, 1913. 

NEWTON H. WHITE, 
Speaker of the Senate. 

W. M. STANTON, 

Speaker of the House of Representatives. 

Approved September 27, 1913. 

BEN W. HOOPER, 

Governor. 



CHAPTER 31. 

[Senate Bill No. 343.] 

(By Dowlen.) 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875, so as to provide for the organization of corpora- 
tions for boards, committees, or other agencies appointed and 
controlled by religious denominations, organizations or asso- 
ciations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tejinessee, That Chapter 142 of the Acts 
of 1875, entitled "An Act to provide for the organiza- 
tion of corporations," passed March 19, 1875, be and 
the same is hereby amended so as to provide for the 
organization of corporations, for carrying on the busi- 
ness of any board, committee or other agency, appointed 
and controlled by any religious denomination, organiza- 
tion or association. 

Sec. 2. Be it further enacted, That the form of the 
charter for such board, committee or agency shall be as 
follows : 

Be it known that (here insert the names of five or 
more persons not under the age of twenty-one years 
applying for the charter) and their successors, chosen 

under the usages and regulations of the Church, 

by which they are appointed, and holding office at the 
pleasure of said church, are hereby constituted a body 

politic and corporate by the name and style of 

for the purpose 



—206— 

of (here set out the purposes for which the charter is 
sought) 



And to these ends said corporation may purchase, own 
or lease land for corporate purposes, borrow money 
when necessary for the carrv'ing on of the business of 
the cor])oration ; sell and make title to any real estate or 
other property owned by the corporation ; employ all 
necessary agents for the transaction of the business of the 
corporation ; to solicit, collect and receive subscriptions 
in money and otherwise, legacies or devises to be used 
in aid of forwarding any and all of the purposes of the 
corporation ; purchase or rent all necessary printing 
presses, type, and material for the purpose of carrying 
on the work of the corporation. 

But in all transactions of the said cor]:)oration it is to 
be governed by the rules and regulations of the said 
Qiurch, so far as the same are not incon- 
sistent with the Constitution of the State and the laws 
of the land. 

The general powers of said corporation shall be to sue 
and be sued by the corporate name ; to have and to use 
a common seal, which it may alter at pleasure ; if it has 
no common seal, then the signature of any duly author- 
ized officer shall be legal and binding ; to purchase and 
hold, or receive by gift, devise, or bequest, in addition 
to the personal property owned by the corporation, real 
estate necessary for the transaction of the corporate 
business, and also to purchase and accept any real estate 
in payment or part payment of any debt due to the cor- 
poration and to sell the same ; to establish by-laws and 
make all rules and regulations' not inconsistent with the 
laws and Constitution of the State, and of the United 
States of America, and not contrary to the constitution 

and rules and regulations of the said Church, 

deemed expedient for the management of the corporate 
affairs and to appoint such subordinate officers, in addi- 
tion to President and Secretary, not chosen by the gov- 
erning body of said Church as the business 

of the corporation may require, and as are not forbidden 

by the rules and regulations of said Church ; 

to designate the officers and fix the compensation of the 
officer. 

Sec. 3. Be it further enacted, That the general wel- 
fare of society, not individual profit, is the object for 



—207— 

which this charter is granted, and hence the member^ arc 
not stockholders in the legal sense of the term, and no 
dividends or profits shall be divided among the members. 

Sec. 4. Be it further enacted, That the charter pro- 
vided for in Section 2 of this Act shall be procured, reg- 
istered and governed by Section 3, Chapter 142, Acts of 
1875, and the minimum number of incorporators shall be 
five, who shall act under, and by virtue of the appoint- 
ment of the church, in whose interest the charter is sought 
to be obtained. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed— 3-19-15. 

ALBERT E. HILL, 
Speaker of the Senate. 

WM. P. COOPER, 
Speaker of the House of Representatives. 

Approved March 25th, 1915. 

TOM C. RYE, 

Governor. 



CHAPTER 40. 

[Senate Bill No. 109.] 

(By Alurray.) 

AN ACT to empower the Chancery Courts of this State to dis- 
solve and wind up corporations whose charters were granted 
by such courts under the then existing laws, and to make 
and pass all needed decrees to effectuate their dissolution and 
settlement. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That jurisdiction be and is hereby 
conferred on the Chancery Courts of this State to dis- 
solve by proper decree and wind up all corporations 
whose charters were granted by such courts, in such 
cases where for any reason it is right and proper that 
such proceedings be had, and which may so appear to the 
court under proceedings that may be instituted therein 
for that purpose, as herein provided. 

Sec. 2. Be it further enacted, That any creditor or 
stockholder shall have the right to bring a bill in such 
court to have a dissolution of any such corporation and 
the winding up of its affairs, the settlement of all ac- 
counts and the ordering of the distribution of its funds 



— 20&— 

in such manner and way as to the court shall seem right 
and proper under such charter and the facts and equities 
arising thereunder. 

Sec. 3. Be it further enacted, That the corporation it- 
self, when the same is so determined upon by its direc- 
tors in regular session, may bring such bill to eflfect the 
surrounder of its charter, and the dissolution of the cor- 
poration and the settlement of its affairs, and to make 
sale of its property and the distribution of the proceeds 
thereof as to the court may seem just and equitable under 
such charter and the facts pertaining thereto. 

Sec. 4. Be it further enacted. That in all such cases all 
parties in interest in such corporations shall be before the 
court either as complainants or defendants. 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed 3-24-15. 

ALBERT E. HILL, 
Speaker of the Senate. 

\\U. P. COOPER, 

Speaker of the House of Representatives. 

Approved April 1st. 1915. 

TOM C. RYE, 

Governor. 



CHAPTER 139. 

[SENATE Bill Xo. 1325.] 

(By Alessrs. Hitt. Hill, and Ciimmings.) 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations." being Chapter 142 of the Acts 
of 1875 of the General Assembly of the State of Tennessee, 
passed March 19, 1875, so as to authorize the granting of 
charters of incorporation to associations empowering them to 
locate, acquire, establish, construct, improve and maintain State 
and interstate highways, whether located in this State or other 
States, or both in this and other States, open to lawful traffic 
of all descriptions, without toll charges, and to promote and 
encourage the general improvement of highways in the adja- 
cent and tributary sections and so as to grant the right of 
eminent domain to such associations and also so as to pro- 
vide for the increase of directors authorized in Sections 1 and 
2 of said Act, to a number not exceeding fifty and to repeal 
all laws in conflict with this Act. 

Section L Be it enacted by the General Assembly of 
the State of Tennessee, That Section 1 of Chapter 142 of 



—209— 

the Acts of 1875 of the General Assembly of the State of 
Tennessee, passed March 19, 1875, entitled, "An Act to 
provide for the organization of corporations," be amended 
so as to insert an additional subsection as follows : 6th. 
The location, acquisition, establishment, construction, im- 
provement and maintenance of State and interstate high- 
ways, whether located in this or other States or both in 
this and other States open to lawful traffic of all descrip- 
tions, without toll charges, and the promotion and encour- 
agement of the general improvement of highways in the 
adjacent and tributary sections. 

The said associations or corporations shall have the 
power in pursuance of the general laws authorizing the 
condemnation of private property for works of internal 
improvement, as set forth in Sections 1325 to 1348 in 
the Code, both inclusive (Sections' 1844 to 1867 of Shan- 
non's Code, both inclusive), to condemn rights of way, 
not exceeding fifty feet in width, over the land of any per- 
son through which such highway may be located (said 
sections of the Code are to be here literally copied and 
inserted in the charter of incorporation issued hereun- 
der). 

Sec. 2. Be it further enacted, That Section 2 of the 
said Act be amended by striking out the words " seven 
or ten " after the words, *' the Board of Directors may 
have the power to increase the number of Directors to," 
and inserting in lieu the words, " any number not ex- 
ceeding fifty," so as to provide for the election of not 
exceeding fifty Directors of the corporations designated 
and authorized in the first and second sections of said 
Act. 

' Sec. 3. Be it further enacted, That all laws and parts 
of laws in conflict with this Act be, and the same are, 
hereby repealed. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed May 5, 1915. 

ALBERT E. HILL, 
Speaker of the Senate. 

WM. P. COOPER, 
Speaker of the House of Representatives. 

Approved May 17, 1915. 

TOM C. RYE, 

Governor. 



14 



—210— 

CHAPTER 42. 

[House Bill No. 150.] 

(Hamilton Delegation.) 

AN ACT to amend Section 4352 of the Code of Tennessee of 
1858; carried into Shannon's Code, Section 6162. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 4352 of the Code of 
Tennessee of 1858, Shannon's Code Section 6162. be, 
and the same is hereby, amended by adding thereto Sub- 
section Seven (7) as follows: 

" When a domestic corporation has ceased to do busi- 
ness and has no known officers, directors, trustee, or other 
legal representative, on whom j^ersonal service mav be 
had." 

Sec. 2. Be it further enacted. That this Act take effect 
from and after its ])assage, the public welfare requiring it. 

Passed ^larch 30, 19i5. 

W.AI. P. COOPER, 
Speaker of the House of Representatives. 

ALBERT E. HILL, 
Speaker of the Senate. 

Approved April 1st, 1915. 

TOM C. RYE, 

Goverjwr. 



CHAPTER 108. 

[House Bill No. 549.] 

(By Mr. Shropshire and Davidson Co. Del.) 

AN ACT to permit corporations originally chartered, or here- 
after to be chartered, under the laws of the State of Tennes- 
see to amend their charters by reducing the capital stock. 

Section L Be it enacted by the General Assembly of 
the State of Tennessee, That all corporations originally 
chartered, or hereafter to be chartered, under the laws 
of the State of Tennessee, shall have and are hereby 
granted the right to reduce their capital stock, either pre- 
ferred or common, or both, whenever their stockholders, 
at a regular annual meeting, or at any special meeting 
called for that purpose, vote for such reduction; pro- 
vided, that two-thirds (2-3) of the outstanding stock of 



—211— 

said corporation vote for such reduction ; provided, fur- 
ther, that the relative rights of each stockholder is pre- 
served and the rights of the creditors as .against said 
corporation and its stockholders are not impaired by 
such reduction. 

Sec. 2. Be it further enacted. That said amendment 
shall be obtained by the Board of Directors after the 
stockholders have voted for such amendment, applying 
for such amendment as provided in the "Act to provide 
for the organization of corporations," passed March 19th, 
1875. 

Sec. 3. Be it further enacted, That this x\ct take effect 
from and after its passage, the public welfare requiring it. 

Passed May 14, 1915. 

WM. P. COOPER, 
Speaker of tJie House of Representatives. 

ALBERT E. HILL, 
Speaker of the Senate. 

Approved May 17, 1915. 

TOM C. RYE, 

Governor. 



—212— 

CHAPTER 160. 

[House Bill Xo. 1332.] 

(By Davidson County Delegation.) 

AN ACT to authorize corporations not for profit, heretofore or 
hereafter chartered for the support of any benevolent or 
charitable undertaking, to increase its directors to not more 
than one hundred. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That any corporation not for 
profit, already chartered or hereafter chartered under the 
provisions of Section 1. Subsection 2, of Chapter 142 of 
the Acts of 1875. bcinc: for the support of any benevolent 
or charitable undertaking, may increase its Directors to 
a number not more than one hundred, by due and proper 
amendment to its by-laws. 

Sec. 2. Be it further enacted. That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed Mav 17, 1915. 

WM. P. COOPER. 
Speaker of the House of Representatives. 

ALBERT E. HILL. 
Speaker of the Senate. 

Approved Mav 17th. 1915. 

TOM C. RYE, 

Goveriwr. 



CHAPTER 108. 

[House Bill Xo. 740.] 

(By Messrs. Moore, Rucker, Denning and True.) 

AX ACT to empower religious, charitable, educational, mission- 
ary or other eleemosynary corporations, not for profit, to re- 
ceive, take, hold or sell real or personal property by purchase, 
gift, devise or bequest. 

Section I. Be it enacted by the General Assembly of 
the State of Tennessee, That any corporation, heretofore 
or hereafter chartered under the laws of Tennessee for 
religious, charitable, education, missionary or other ele- 
mosynary purposes, and not for profit, shall have the pov/- 
er to receive property, real, personal, or mixed, by pur- 



—213— 

chase, gift, devise or bequest, sell the same and apply the 
proceeds toward the promotion of the objects for which 
it is created, or to hold any such property and apply the 
income and profits towards such objects. 

Sec. 2. Be it further enacted, That any corporation 
heretofore chartered for any of the foregoing purposes, 
desiring to avail itself of these powers, shall submit the 
question to its directors or trustees at any regular meet- 
ing, or special meeting, called for the purpose, or to any 
regular or special meeting of its executive committee, 
and if a majority of said directors, trustees, or execu- 
tive committee vote in favor of applying for the amend- 
ment, it may then proceed to file a petition to the State 
of Tennessee for an amendment to its charter, signed 
and acknowledged by the directors, trustees, or executive 
committee, as herein required, and have same recorded 
in the Register's office of the county where the principal 
office of the corporation is located ; it shall then be re- 
corded in the office of the Secretary of State and thence 
returned for registration of the Secretary's certificate 
and the great seal of the State, as required in original 
charters. 

Sec. 3. Be it further enacted, That upon such corpo- 
ration amending its charter as above provided, it shall 
have the powers herein granted. 

Sec. 4. Be it further enacted, That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed April 2, 1917. 

CLYDE SHROPSHIRE, 
Speaker of the House of Representatives. 

W. R. CRABTREE, 

Speaker of the Senate. 

Approved April 7, 1917. 

TOM C. RYE, 

Governor. 



—214— 

CHAPTER 113. 

[House Bill Xo. 408.] 

(By Messrs. Chandler and Rosenfield.) 

A BILL for an Act to be entitled "An Act to make uniform with 
the laws of other States the law of transfer of shares of stock 
in private corporations chartered, organized and existing un- 
der and by virtue of the laws of the State of Tennessee." 

Be it enacted by the General Assembly of the State of 
Tennessee as follozcs: 

Section 1. Title to a certificate of stock in any pri- 
vate corporation chartered, organized and existing under 
and by virtue of the laws of the State of Tennessee and 
the shares of stock represented thereby can be transferred 
only 

(a) By delivery of the certificate indorsed either in 
blank or to a specified person by the person appearing by 
the certificate to be the owner of the shares represented 
thereby, or 

(b) By delivery of the certificate and a se])arate docu- 
ment containing a written assignment of the certificate 
or a power of attorney to sell, assign, or transfer the same 
or the shares represented thereby, signed by the person 
appearing by the certificate to be the owner of the shares 
represented thereby ; such assignment or power of attor- 
ney may be either in blank or to a specified person. The 
provisions of this section shall be ai)])licable although the 
charter or articles of incorporation or code of regula- 
tions or by-laws of the corporation issuing the certifi- 
cate and the certificate itself, provide that the shares 
represented thereby, shall be transferable only on the 
books of the corporation or shall be registered by a reg- 
istrar or transferred by a transfer agent. 

Sec. 2. Nothing in this Act shall be construed as en- 
larging the powers of an infant or other person lacking 
full legal capacity, or of a trustee, executor or adminis- 
trator, or other fiduciary, to make a valid indorsement, 
assignment, or power of attorney. 

Sec. 3. Nothing in this Act shall be construed as for- 
bidding a corporation 

(a) To recognize the exclusive right of a person reg- 
istered on its books as the owner of shares to receive 
dividends, and to vote as such owner, or 

(b) To hold liable for calls and assessments a person 
registered on its books as the ow^ier of shares. 

Sec. 4. The title of a transferee of a certificate under 
a power of attorney or assignment not written upon the 



—215— 

certificate, and the title of any person claiming under such 
transferee, shall cease and determine if, at any time prior 
to the surrender of the certificate to the corporation is- 
suing it, another person, for value in good faith, and 
without notice of the prior transfer, shall purchase and 
obtain delivery of such certificate with the indorsement 
of the person appearing by the certificate to be the owner 
thereof, or shall purchase and obtain delivery of such 
certificate and the written assignment or power of attor- 
ney of such person, though contained in a separate doc- 
ument. 

Sec. 5. The delivery of a certificate to trans^fer title in 
accordance with the provisions of Section 1, is effectual, 
except as provided in Section 7, though made by one hav- 
ing no right of possession and having no authority from 
the owner of the certificate or from the person purport- 
ing to transfer the title. 

Sec. 6. The indorsement of a certificate by the person 
appearing by the certificate to be the owner of the shares 
represented thereby is effectual, except as provided in 
Section 7, though the indorser or transferor, 

(a) was induced by fraud, duress, or mistake, to make 
the indorsement or delivery, or 

(b) has revoked the delivery of the certificate, or the 
authority given by the indorsement or delivery of the 
certificate, or 

(c) has died or become legally incapacitated after the 
indorsement whether before or after the delivery of the 
certificate, or 

(d) has received no consideration. 

Sec. 7. If the indorsement or delivery of a certificate, 

(a) was procured by fraud or duress, or 

(b) was made under such mistake as to make the in- 
dorsement or delivery inequitable ; or if the delivery of a 
certificate was made. 

(c) without authority from the owner, or 

(d) after the owner's death or legal incapacity, the 
possession of the certificate may be reclaimed and the 
transfer thereof rescinded, unless : 

( 1 ) The certificate has been transferred to a purchaser 
for value in good faith without notice of any facts mak- 
ing the transfer wrongful, or, 

(2) The injured person has elected to waive the injury, 
or has been guilty of laches in endeavoring to enforce his 
rights. 

Any court of appropriate jurisdiction may enforce spe- 
cifically such right to reclaim the possession of the certifi- 
cate or to rescind the transfer thereof, and, pending liti- 



—216— 

gation, may enjoin the further transfer of the certificate 
or impound it. 

Sec. 8. Although the transfer of a certificate or of 
shares represented thereby has been rescinded or set 
aside, nevertheless, if the transferee has possession of 
the certificate or of a new certificate representing part 
or the whole of the same shares of stock, a subsequent 
transfer of such certificate by the transferee, mediately, 
or immediately, to a purchaser for value in good faith, 
without notice of any facts making the transfer wrongful, 
shall give such purchaser an indefeasible right to the 
certificate. and the shares represented thereby. 

Sec. 9. The delivery of a certificate by the person ap- 
pearing by the certificate to be the owner thereof with- 
out the endorsement recpiisite for the transfer of the cer- 
tificate and the shares rejiresented thereby, but with intent 
to transfer such certificate or shares, shall impose an 
obligation in the absence of an agreement to the con- 
trary, uj)on the person so delivering, to com])lete the 
transfer by making the necessary indorsement. The 
transfer shall take elTect as of the time when the indorse- 
ment is actually made. This obligation may be specifi- 
cally enforced. 

Sec. 10. Ah attempted transfer of title to a certificate 
or to the shares represented thereby without delivery of 
the certificate shall have the effect of a promise to trans- 
fer and the obligation, if any. im])osed by such promise 
shall be determined by the law governing the formation 
and performance of contracts. 

Sec. 11. A person who for value transfers a certifi- 
cate, including one who assigns for value a claim secured 
by a certificate, unless a contrary intention appears, war- 
rants : 

(a) That the certificate is genuine, 

(b) That he has a legal right to transfer it, and 

(c) That he has no knowledge of any fact which 
would impair the validity of the certificate. 

In the case of an assignment of a claim secured by a 
certificate, the liability of the assignor upon such war- 
ranty shall not exceed the amount of the claim. 

Sec. 12. A mortgage, pledge, or other holder for secu- 
rity of a certificate who in good faith demands or receives 
payment of the debt for which such certificate is secu- 
rity, whether from a party to a draft drawn for such 
debt, or from any other person, shall not by so doing be 
deemed to represent or to warrant the genuineness of 
such certificate, or the value of the shares represented 
therebv. 



—217— 

Sec. 13. No attachment or levy upon shares of stock 
for which a certificate is outstanding shall be valid until 
such certificate be actually seized by the officer making 
the attachment or levy, or be surrendered to the corpo 
ration which issued it, or its transfer by the holder be 
enjoined. Except where a certificate is lost or destroyed 
such corporation shall not be compelled to issue a new 
certificate for the stock until the old certificate is sur- 
rendered to it. 

Sec. 14. A creditor whose debtor is the owner of a 
.certificate shall be entitled to such aid from courts of 
appropriate jurisdiction by injunction and otherwise in 
attaching such certificate or in satisfying the claim by 
means thereof as is allowed at law or in equity, in regard 
to property which cannot readily be attached or levied 
upon by ordinary legal process. 

Sec. 15. There shall be no lien in favor of a corpora- 
tion upon the shares represented by a certificate issued 
by such corporation and there shall be no restriction 
upon the transfer of shares so represented by virtue of 
any by-laws of such corporation, or otherwise, unless the 
right of the corporation to such lien or the restriction is 
stated upon the certificate. 

Sec. 16. The alteration of a certificate, whether fraud- 
ulent, or not and by whomsoever made, shall not deprive 
the owner of his title to the certificate and the shares orig- 
inally represented thereby, and the transfer of such a 
certificate shall convey to the transferee a good title to 
such certificate and to the shares originally represented 
thereby. 

Sec. 17. Where, a certificate has been lost or destroyed, 
a court of competent jurisdiction may order the issue of 
a new certificate therefor on service of process upon the 
corporation and on reasonable notice by publication, and 
in any other way which the court may direct, to all per- 
sons interested, and upon satisfactory proof of such loss 
or destruction and upon the giving of a bond with suffi- 
cient surety to be approved by the court to protect the 
corporation or any person injured by the issue of the 
new certificate from any liability or expense, which it or 
they may incur by reason of the original certificate re- 
maining outstanding. The court may also in its discre- 
tion order the payment of the corporation's reasonable 
costs and counsel fees. 

The issue of a new certificate under an order of the 
court as provided in this section shall not relieve the 
corporation from liability in damages to a person to 
whom the original certificate has been or shall be trans- 



—218— 

ferred for value without notice of the proceedings or of 
the issuance of the new certificate. 

Sec. 18. In any case not provided for by this Act, the 
rules of law and equity including the law merchant and 
in particular the rules relating to the law of principal and 
agent, executors, administrators and trustees, and to the 
effect of fraud, misrepresentation, duress, or coercion, 
mistake, bankru])tcy or other invalidating cause, shall 
govern. 

Sec. 19. This Act shall be so interpreted and construed 
as to effectuate its general purpose to make uniform the 
law of those States which enact it. 

Sec. 20. A certificate is indorsed when an assignment 
or a power of attorney to sell, assign, or transfer the 
certificate or the shares represented thereby is written 
on the certificate and signed by the person appearing by 
the certificate to be the owner of the shares represented 
thereby, or when the signature of such person is written 
without more upon the back of the certificate. In many 
of such cases a certificate is indorsed though it has not 
been delivered. 

Sec. 21. The person to whom a certificate was origi- 
nally issued is the person appearing by the certificate to 
be the owner thereof, and of the shares represented 
thereby until and unless he indorses the certificate to an- 
other s]:)ecified person and there ui)on such other speci- 
fied person is the person appearing by the certificate to 
be the owner thereof until and unless he also indorses the 
certificate to another specified person. Subsequent spe- 
cial indorsements may be made with like effect. 

Sec. 22. (1) In this Act, unless the .context or subject 
matter otherwise requires : 

" Certificate " means a certificate of stock in a corpo- 
ration organized under the laws of this State or of an- 
other State whose laws are consistent with this Act. 

" Delivery " means voluntary transfer of possession 
from one person to another. 

" Person " includes a corporation or partnership or 
two or more persons having a joint or common interest. 

To " purchase " includes to take as mortgages or as 
pledges. 

" Purchaser " includes mortgagee and pledgee. 

" Shares " means a share or shares of stock in a cor- 
poration organized under the laws of this State or of 
another State whose laws are consistent with this Act. 

" State " includes State, territory, district and insular 
possession of the United States. 

" Transfer " means transfer of legal title. 



—219— 

" Title " means legal title and does not include a merely 
equitable or beneficial ownership or interest. 

" Value " is any consideration sufficient to support a 
simple contract. An antecedent or pre-existing obliga- 
tion whether for money or not, constitutes value where 
a certificate is taken either in satisfaction thereof or as 
security therefor. 

(2) A thing is done " in good faith " within the mean- 
ing of this Act, when it is in fact done honestly, whether 
it be done negligently or not. 

Sec. 23. The provisions of this Act apply only to cer- 
tificates issued after the taking effect of this Act. 

Sec. 24. All Acts or parts of Acts inconsistent with 
this Act are hereby repealed. 

Sec. 25. This Act shall take effect on the first day of 
July one thousand nine hundred and seventeen, the pub- 
lic welfare requiring it. 

Sec. 26. This Act may be cited as the uniform stock 
transfer Act. 

Passed April 7, 1917. 

CLYDE SHROPSHIRE, 
Speaker of the House of Representatives. 

W. R. CRABTREE, 

Speaker of the Senate. 

Approved April 7, 1917. 

TOM C. RYE, 

Governor. 



CHAPTER 5. 

AN ACT to amend an Act to provide for the organization of 
corporations, approved March 23, 1875, so as to authorize the 
organization' of union depot corporations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the Act referred to in the Qnion depot 
title of this Act be so amended that charters for purposes companies 

^ ..... ^ ^ , , \ .'■ authorized. 

01 mclividual protit may be granted to any association of 
individuals for erecting, maintaining and keeping or leas- 
ing to others a union depot to accommodate railroad 
passengers, and to furnish facilities for handling and . 
transferring railroad freights. 

Sec. 2. Be it further enacted, That the form of a 
charter for such a union depot corporation shall be as 
follows : " State of Tennessee, Charter of Incorporation. chJ^Jten 
Be it known that [here insert the names of five or more 



Powers. 



—220— 

persons above the age of twenty-one years] are hereby 
constituted a body poHtic and corporate by the name and 
style of [here insert the name of the corporation] for the 
purpose of erecting, maintaining, furnishing and keeping 
or leasing to others, a union depot, for the accommoda- 
tion of railroad passengers and for handling and trans- 
ferring railroad freights at , in the 

county of . upon certain premises described 

as follows: [Here describe the premises upon which the 
union depot is to be built]. The general powers of said 
corporation are: [Here insert the powers, etc., as con- 
tained in Section 5 of the Act which this Act is intended 
to amend]. And in addition to the above powers, said 
corporation shall have the power to erect, maintain, fur- 
nish and keep or lease to others a union depot, to ac- 
commodate railroad passengers and to handle and trans- 
fer railroad freights. Said corporation shall also have 
power to erect, maintain, furnish and keep on said preni- 
ises, or lease to others, a hotel or restaurant, or both, 
and also a newsstand ; and in the event said corporation 
shall decide to erect a hotel u])on said premises it shall 
also have the powers and be subject to the liabilities con- 
tained in the charters of hotel companies, as specified in 
Section 18 of the Act which this Act is intended to 
amend. Said corporation is authorized to bo'"fov/ money 
on mortgages of its lands and buildings, and to issue 
coupon bonds bearing a legal rate of interest for the pur- 
pose of purchasing the necessary lands and of erecting, 
maintaining, furnishing, keeping or repairing the neces- 
sary buildings and improvements, and for any other 
legitimate purpose of the corporation ; and it may also 
mortgage the rents, issues and profits of said corporation 
to secure said money or bonds. 

Sec. 3. Be it further enacted, That this Act shall take 
ettect from and after its passage, the public welfare re- 
quiring it. 

Passed Januarv 29. 1885. 

J. A. MAXSON, 
Speaker of the House of Representatives. 

C. R. BERRY, 
Speaker of the Senate. 

Approved Januarv 30, 1885. 

WM. B. BATE, 

Governor, 



—221— 
CHAPTER ^7. 

AN ACT to organize and incorporate an independent militia. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That for the purpose of creating charter for 
srreater efficiency in the mihtarv system, charters mav be'^^^^^^^'y. 

° , -^ .. r .-'..■'... r . ■' companies.. 

granted to any association of individuals tor the purpose 
of organizing themselves into independent military com- 
panies, battalions, squadrons, regiments and batteries in 
manner and form, and subject to the provisions and re- 
strictions hereinafter prescribed, and provided such or- 
ganizations shall be of no charge or expense whatever to 
the State. 

Sec. 2. Be it further enacted, That the form of a char- 
ter for the foregoing purpose shall be as follows : Be it porm of 
known that (here fill this blank with the names of five^'^^^t^r. 
or more persons who desire to be incorporated) are 
hereby incorporated a body politic and corporate by the 
name and style of (here fill the blank Avith the name of 
the company, battalion,- squadron, regiment or battery, 
and state the general purposes for which the charter is 
sought, and the object of the association). 

Sec. 3. Be it further enacted, That the general powers 
of the corporation shall be to sue and be sued by ^^'^^ Q^ntraX 
corporate name, to have and to use a common seal, which powers. 
it may alter at pleasure ; if no common seal, then the 
signature of the name of the corporation by any duly 
authorized officer shall be legal and binding; to purchase 
and hold or receive by gift, bequest or devise in addition 
to the property owned by the corporation,- real estate 
necessary for the corporate business, and also to purchase 
or accept any real estate in payment or part payment of 
any debt due the corporation and sell the same ; to es- 
tablish by-laws and- make all rules and regulations not 
inconsistent with the laws or Constitution of this State 
or the United States, and in addition to commissioned 
officers to elect a president and secretary and treasurer as 
the business of the corporation may require. 

Sec. 4. Be it further enacted, That the said five cor- 
porators shall, within a convenient time after the regis- 
tration of this charter in the office of the Secretary of directors? 
State, elect from their number a president, secretary and 
treasurer, or the last two may be combined into one, said 
officers and the other corporators to constitute the first 
Board of Directors, which board and its successors in 
office shall be the governing committee of the corpora- 
tion. A failure to elect officers at the proper time will 
not dissolve the corporation, but those in office hold 



-222- 



Term of 
office. 



Record of 
stockholders. 



until the election and qualification of their successors. 
The term of all officers shall be fixed by the bv-laws, the 
same however not to exceed two years. The corpo- 
ration for the purpose of buying or building or provid- 
Capitai stock, ing itself with an armory, drill room or property neces- 
sary for company use. may by by-laws make regula- 
tions concerning subscription for a transfer of stock, fix 
upon the amount of capital to be invested in the enter- 
prise, the division of same into shares, the time' required 
for the payment thereof by the subscribers for stock, the 
amount to be called for at any one time, and in case of 
the failure of any stockholder to pay the amount thus 
subscribed by him at the time and in the amoimts thus 
called, a rirrht of action shall exist in the corj^oration to 
sue said defaulting stockholder for the same. The books 
of the corporation shall show the original and subsequent 
stockholders, their respective interests, the amount which 
has been ])aid on the shares subscribed, the transfer of 
stock, by and to whom made, and other transactions in 
which it is presumed a stockholder or creditor may have 
an interest. The amount of an\' unpaid stock due from 
a subscriber to the corporation shall be a fund for the 
])ayment of any debts due from the corporation, nor shall 
the transfer of stock by a subscriber relieve him from 
payment, unless his transferee has paid up all or any of 
the balance due on said original subscription. The right 
is reserved to repeal, annul or modify this charter. If it 
is repealed, or if the amendments proposed being not 
merely auxiliary, but fundamental, are rejected by a vote 
representing more than half the stock, the corporation 
shall contiiiue to exist for the ])urpose of winding up its 
affairs. 

Sec. 5. Be it ftirthcr enacted, That the Board of Di- 
rectors shall have the power to determine what amounts 
of money paid into the treasury shall be a prerequisite of 
membership, or if necessary, what amount shall be an- 
nually paid, and a failure thus to pay shall in the discre- 
tion of the directors justify the expulsion of said default- 
ing member. In all elections each member shall be enti- 
tled to one vote, either in person or by proxy, and the 
result shall be determined by a majority of the votes cast. 

Sec. 6. Be it fiirtJier enacted, That the means, assets, 
income or other property of the corporation shall not be 
employed directly or indirectly for any other purpose 
whatever than to accomplish the legitimate objects of its 
creation, and by no implication or construction shall it 
possess the power to deal in currency, notes or coin, buy 
and sell products or engage in any kind of trading oper- 



Fees and 
dues. 



Powers 
restricted 



—223— 

ation, nor hold any more real estate than is necessary for 
its legitimate purposes. The said corporation may have 
the right to borrow money and issue notes or bonds upon 
the faith of the corporate property, and also to execute 
a mortgage or mortgages as further security for payment 
of monev thus borrowed. The entire corporate property 
shall be 'liable for the claims of creditors. We, the ^^n- Application 
dersigned, apply to the State of Tennessee by virtue of 
the law of the land for a charter of incorporation for the 
purposes and with the powers, etc., declared in the fore- 
going instrument. Witness our hands the day of 

^ '■ . The signatures of the corporators must be 

approved, and the instrument with the application and 
acknowledgment, and the same fees paid as is provided 
for other instruments of a like character in Sections 
Three and Four of Chapter 142 of an Act entitled "An 
Act to provide for the organization of corporations," 
passed March 19, 1875, and approved March 23, 1875. ^ 

Sec. 7. Be it further enacted, That in any^ county in organizations 
the State male citizens between the ages of sixteen and 
sixty-five may organize themselves into companies and 
batteries, as in this Act provided, and that companies 
may unite and form squadrons and battalions, to be com- 
posed of not less than two nor more than five companies, 
which companies shall consist of not less than thirty-five 
men rank and file; the members of any company shall 
have power as provided in its by-laws to elect a captain, 
a first, a second and a brevet second lieutenant, and 
when two companies shall have united they shall have 
power to elect a major, an adjutant, a quartermaster and 
a surgeon, and when four companies shall have united 
they shall have power to elect a colonel, and when more 
than five companies shall have united they may form and 
organize themselves into a regiment, and elect a full com- ' 

plement or regimental officers. The members of a bat- Batteries 
tery of two guns shall elect one captain, one first and one 
second lieutenant, and shall have a roster of not less than 
thirty active or enlisted men ; for a battery of four guns 
one captain, one first and one second lieutenant, and not 
less .than seventy active men ; for a battery of six guns, 
one captain, one senior and one junior first lieutenant, 
and one senior and one junior second lieutenant, and not 
less than one hundred and, ten active and enlisted men ; 
and in addition to its complement of officers and men on 
the active roll, each company or battery may receive and 
enroll contributing or honorary members, who shall be 
subject to such contributions, duties and services as may 
be prescribed by the by-laws and regulations^ of the com- 



—224— 



Commander- 
ill-chief. 



Puhl 



ic arms. 



pany or battery. Provided, the whole number of active 
and contributing or honorary members so enrolled shall 
not embrace more than fifteen per cent of the voting pop- 
ulaton of the counties in which said companies or bat- 
teries are organized. 

Sec. 8. Be it further enacted, That the Governor shall 
be commander-in-chief of all troops or volunteer mihtia 
organized under this Act, by whom all officers elected, as 
provided for in Section 7, shall be commissioned. 

Sec. 9. Be it further enacted, That after any com- 
pany or battery shall have been duly organized and its 
officers commissioned, it shall be entitled to the use of 
the public arms of the Slate, to be drawn by the requisi- 
tion of the commanding officer, accom]:)anied by a roster 
of his company or battery, upon the Adjutant-General ; 
provided, no arms shall be issued until a bond, with se- 
curity, payable to the State, shall have first been filed 
with the Adjutant-General in such amount as he may 
deem sufficient to secure the State from loss on account 
of the use or misapplication of such arms, equi])ments or 
other stores as may be furnished by the State, and condi- 
tioned to return the same when commanded by the Gov- 
ernor or Adjutant-General. 

Sec. 10. Be it further enacted. That the commander- 
in-chief may from time to time, or as often as to him 
shall seem proper, inspect the military property of the 
State in the hands of such persons or organizations as 
may have the use of it, or may cause the same to be in- 
spected by the Adjutant-General or Inspector-General, or 
such other officer as he may commission for that purpose. 
And whenever it shall appear that a company or battery 
has failed to organize or maintain its organization accord- 
ing to the provisions ' of this Act, or that the military 
• property in the possession of such company or battery is 

not secure or is not being carefully cared for and pre- 
served, then the commander-in-chief or his commissioned 
officer may demand and assume the custody of the same ; 
and any person who shall sell, purchase, retain or have in 
his possession or custody without right, any military 
property belonging to the State, and shall, after proper 
demand, refuse to deliver the same to any officer entitled 
to take possession thereof, shall be liable to an action for 
the recovery of the possession of such property and shall 
be guilty of a misdemeanor. 

Sec. 11. Be it further enacted, That the commander- 
Mob, riot, etc. in-chief shall have power in case of mob, riot, insurrec- 
tion or breaches of the peace or imminent danger thereof, 
to order out in the service of the State any and all of the 



Inspection 

militarj' 

property. 



of 



—225— 

active members of such military organizations that he 
may • deem necessary, and by such order the officer to 
whom it shall be directed shall be fully empowered to use 
such measures as in his judgment may be necessary to 
quell, suppress or prevent such tumult, riot, mob, or any 
acts of violence ; and no officer or member of such com- 
panies or batteries, while in such active service, shall be 
liable to any action, civil or criminal, in any court for 
any act committed within the scope of his orders or duty 
and in obedience thereto. 

Sec. 12. Be it further enacted, That companies or bat- 
teries organized under this Act shall fix certain days, not ^^^^^^ ^'''^'^^^• 
less than twelve in number, upon which in each and every 
year they shall meet for military instruction and drill, 
using the same tactics that may from time to time be in 
use by the United States army, and shall provide them- 
selves with a uniform to be approved by the commander- 
in-chief, and with an armory suitable for the purpose of 
drill and the safe keeping of the arms and equipments 
issued by the State. They shall be entitled to no pay or 
emolument from the State, except when ordered to ac- '^^ ^^^' 
tive service by the commander-in-chief, then ammunition, 
transportation and rations shall be furnished. Provided, 
however, when the armory of such battery or company is e^^pl 
owned by it, and the property stands in the name of such 
company or battery, and is used or occupied for armory 
or drill purposes, said property shall be considered as de- 
voted to scientific and educational purposes, and be ex- 
empt from all taxation. 

Sec. 13. Be it further enacted, That every acting and 
contributing or honorary member of a company or bat-j^^Q^g^* ^® 
tery organized under this Act, shall, while a member of 
such organization, be exempt from service as jurors ; 
provided, the member claiming exemption exhibits his 
certificate of membership, signed by his commanding 
officer, certifying that the said company or battery of 
which he is a member has a roster as provided in Section 
7 of this Act, and that the said company or battery is 
fully uniformed, armed and equipped. 

Sec. 14. Be it further enacted. That military colleges 
in the State and junior military organizations may be en- junjoj-s 
rolled by the Adjutant-General at his discretion, subject 
to all the requirements of this Act, except as to age and 
numbers, and shall be entitled to all the benefits of same. 

Sec. 15. Be it further enacted. That the commanding 
officers of all organizations formed under this Act, shall Ordnance 
quarterly, under oath, make reports and ordnance returns ''^p°''*^- 
to the Adjutant-General, and shall account for loss and 
destruction of all arms and accoutrements. 
15 



—226— 

Sec. 16. Be it further enacted, That all laws or parts 
of laws in conflict with this Act be. and the same are 
hereby repealed, and that this Act take effect from and 
after its passage, the public w^elfare requiring^ it. 
Passed March 31, 1885. 

J. A. MAXSON, 
Speaker of the House of Representatives. 



Approved April 2, 1885. 



C. R.' BERRY, 

Speaker of the Senate. 

\\M. B. BATE, 

Governor. 



CHAPTER 110. 



Charters 

boom 

companies 



Form of 
charter. 



Special 
powers. 



AX ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," approved March 23, 1^75, so as 
to provide for the organization of corjjorations for the purpose 
of constructing booms. 

Sfxtion 1. Be it enacted by the General Assembly of 
for tJie State of Tentiessee. That tlie Act approved March 23, 
1875, entitled "An Act to provide for the organization of 
corporations," be so amended that charters may be 
granted in the mode and manner designated in said Act, 
for the purpose of constructing booms in the water 
courses of this State. 

Sec. 2. Be it further enacted. That the charter for a 
boom company shall be as follows : 

State of Tennessee. Charter of Incorporation. 
Be it knoicn: That (here insert the names of five or 
more citizens, not under the age of twenty-one years, 
applying for the charter), are hereby constituted a body 
politic and corporate by the name and style of (here in- 
sert the name), for the purpose of constructing a boom 
at (here designate the place or places, and county,) on 
( here insert the name of the river or other water course.) 
The general powers, etc., of said corporation (here insert 
the powers, etc., as set forth in Section 5 of the general 
incorporation Act, Chapter 142, Acts of 1875, Chapter 
119, Acts of 1881, Chapter 142. Acts of 1883.) 

Said incorporation may float and drive down said 
stream and its tributaries, logs, wood and lumber ; and 
for the purpose of catching and securing such logs, wood 
and lumber as shall be floated down said river and tribu- 
taries, they may construct, erect and maintain a boom or 
booms on the same, at said point or points, which shall 



—227— 

be for their exclusive use and benefit ; but they shall not 
interfere with the landing of boats or rafts, in transitu 
and tying- up the same to the shore, on lands owned or 
leased by the .said corporation and not occupied by them, 
nor with the occupancy of landings on either side of the 
river, or lands not owned or leased by the corporation ; 
and when it may be necessary for driving, dislodging, 
fastening and securing boats, rafts, logs and timber, or 
for putting them back in the stream when they may have 
been floated upon lands outside of the banks of the river 
by high water, the company may enter upon the lands of 
others for the purpose of reclaiming and securing their 
logs, timber, lumber and rafts, subject, however, to the 
payment of such damages as may be sustained by the 
owners or occupants of the lands^by reason of such entry 
and occupation. Provided, that said boom or booms shall 
be so constructed as not to prevent the safe and conven- 
ient passage of rafts, logs and boats on said river and its 
tributaries ; and, provided, also, that the logs, rafts and 
lumber which may have been lodged on the lands of oth- 
ers shall be removed within a reasonable time ; and 
the company shall be responsible for any damages the 
owner or owners may sustain by reason of said property 
remaining on their lands ; and, provided further, that all 
logs, rafts and lumber belonging to other parties, which 
may be floated into said boom or booms, shall be deliv- 
ered to the owner or owners thereof on demand, and 
proof of ownership ; and upon failure to deliver said 
logs, rafts or lumber after proof of ownership, the com- 
pany shall be liable for the value of the same, to be re- 
covered in a court of competent jurisdiction ; but the 
company shall be allowed a fair and reasonable compen- 
sation for catching, holding and delivering said logs, rafts 
and lumber. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 6, 1885. 

C. R. BERRY, 
Speaker of the Senate. 

J. A, MANSON, 

Speaker of the House of Representatives. 

Approved April 9, 1885. 

WM. B. BATE, 

Governor. 



—228— 



CHAPTER 124. 



Charter for 

bridge 

company. 



Form of 
charter. 



AN ACT to amend Chapter CXLII. of the Acts of 1875, entitled 
An Act to provide for the organization of corporations, and 
to provide for a charter for a bridge company, and to pro- 
vide for the organization of agricultural, horticultural, fruit 
growers and fruit canning establishments. 

Section 1. Be it enacted by tJie General Assembly of 
the State of Tennessee, That Chapter CXLII. of the Acts 
of 1875, providing for the org-anization of corporations, 
be so amended as to provide a form for a charter for a 
bridge company which shall be as follows, viz. : 

State of Tennessee. Charter of Incorporation. 
Be it known, That (here insert the names of five or more 
persons not under the age of twenty-one applying for the 
charter) are hereby constituted a body i)olitic and cor- 
porate by the name and style of (here insert the name) 
for the inirpose of constructing a bridge over (here insert 
name of stream and apj^roximate location of the bridge) 
the general powers of, the provisions and restriction in 
said corporation shall be as follows : ( here insert and 
copy 5th section of Acts of 1875, Chapter CXLII). The 
said corporation shall have the powers and rights in pur- 
suance of the general laws authorizing the condemnation 
of private ])ro])erty for works of internal improvements, 
as set forth in Sections 1325 to 1348 in the Code, both 
inclusive, to appropriate as an easement the right of way 
not exceeding two hundred feet in width for building 
the bridges or approaches thereto over the land of any 
person through which the line of the bridges or ap- 
proaches thereto may be located, which power as defined 
in said section of the Code are as follows: (here copy 
said sections 1325 to 1348 both inclusive). Said corpo- 
ration is authorized to adopt such form, pattern and size 
for the bridge as they may deem proper, provided the 
same shall be substantially and safely built and suited 
for the character of traffic intended to provide for, and 
that w^hen built over a navigable stream it shall not neces- 
sarily interfere with navigation, and in such cases shall 
either be built with a draw, or high enough to allow the 
passage of boats under it; when the bridge is completed 
and ready for travel, the directors may collect a toll for 
passage over and upon the same. The following toll 
Rates of toll, may be demanded and collected : For hogs or sheep per 
head two cents (2) ; for cattle, horses, mules, or asses in a 
drove per head three cents (3) ; for horses, mules or cat- 
tle not in a drove, not employed in drawing, whether 
mounted or not per head ten cents (10) ; for every four- 



—229— 

horse wagon loaded or unloaded, thirty-five cents ; for 
every two-horse wagon, one-horse wagon, buggy, car- 
riage and all other vehicles drawn by two or a less num- 
ber of horses, mules, or other animals, twenty-five cents 
each. For every vehicle drawn by more. than four horses 
or other animals, thirty-five cents, and five cents for each 
additional animal more than four. For poultry in 
droves one cent per head ; for each foot passenger per 
head five cents. If said bridge shall be so constructed 
as to admit the passage of steam engines arid cars drawn 
by them, such rates as may be agreed on, or if not agreed 
on, the same shall not exceed five dollars for each engine 
and two dollars for each car ; provided, the board of 
directors may fix a lower rate of charges than herein 
•provided for. Anv person who passes over the bridge ^-^^^ ^^^ 
without paying toll, and with intent to avoid the same evading toil. 
shall forfeit and pay five dollars for the use of the com- 
pany, to be recovered before a justice of peace. The 
said company is authorized to borrow money on mort- 
gage, issue coupon bonds bearing a legal rate of interest 
for the purpose of erecting or repairing the bridge. The 
corporation may receive, as payment for stock, lands at a 
fair cash valuation ; provided, that the lands are in the 
county where said bridge is built. Stock in said com- 
pany mary be issued in dififerent series, and a series of 
preferred stock may be issued. 

Sec. 2. Be it further enacted, That Section 1 of an 
Act, passed March 19, 1875, entitled "An Act to provide charters, 
for the organization of corporations " be so amended that 
agricultural, horticultural, fruit growers and fruit can- 
ning establishments and associations may be chartered 
and operated thereunder for mutual profit of the organ- 
izers and incorporation. 

Sec. 3. Be it further enacted. That all such organiza- 
tions or corporations w^hen organized and chartered as "^^i^^g^es"^ 
provided for herein, shall have all the powers, privileges conferred. 
and rights, and be subject to all the provisions and re- 
strictions contained in said Act, passed March 19, 1875. 

Sec. 4. Be it further enacted. That all laws and parts 
of laws in conflict with this Act be and the same are 



—230— 

hereby repealed ; and that this Act take effect from and 
after its passage, the pubHc welfare requiring it. 
Passed March 31. 1885. 

C. R. BERRY. 
Speaker of the Senate. 

J. A. MANSON. 

Speaker of tJie Hoiisa of Representatives. 

Approved April 9, 1885. 

\\\AI. B. BATE, 

Governor. 



CHAPTER 132. 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed Alarcli 19, 1875. 

Section 1. Be it enacted h\ the General Asscnihly of 
the State of Tennessee, That Subsection 5 of Section I of 
an Act to provide for the organization of corporations be 
so amended as to read as follows : The maintenance of 
clubs for social enjoyment, gymnastic and gymnasium 
clubs, baseball, polo clubs, and other clubs for the pro- 
motion of athletic sport, either for profit or pleasure. 

Sec. 2. Be it fiirtJier enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 9, 1885. 

J. A. MANSON, 
Speaker of the House of Representatives. 

C. R. BERRY, 
Speaker of the Senate. 



Approved April 9, 1885. 



WM. B. BATE, 

Governor. 



—231— 
CHAPTER 134. 

[Senate Bill No. 51.] 

AN ACT authorizing water companies incorporated under the 
general laws of this State, or which may hereafter be incor- 
porated thereunder, which have or may have contracts to sup- 
ply with water, State or national homes for disabled soldiers, 
or insane asylums, or any like institutions of public charity, 
to condemn springs, creeks, waters and riparian rights neces- 
sary to enable them to do so, prescribing the mode of condem- 
nation, and to provide for compensation or damages to the 
owner. 

Section 1. Be it enacted hy -he General Assembly of 
the State of Tennessee, That water companies incorpo- 
rated under the laws of this State which have or may 
have contracts to supply with waters, State or national 
homes for disabled soldiers, insane asylums. State or 
national schools for the correction and reformation of 
juvenile criminals, or any like institution of public char- 
ity be and the same are hereby authorized and empow- 
ered to condemn springs, creeks, and waters, and the 
riparian rights of lowfer owners for the purpose of fur- 
nishing such water supply. Such use of waters tor the 
objects here enumerated are each declared a public use. 

Sec. 2. Be it further enacted, That such w^ater com- 
pany so condemning said water or riparian rights shall ^^^^J^^^^g*^"" 
make compensation to the owners thereof for such water 
or rights as may be condemned and the compensation 
shall be paid by the said water company. 

Sec. 3. Be it further enacted, That where the owner 
of said riparian rights or waters cannot agree or will ^/^^^s"^^^^ 

■^ . , .^ , ® of damages. 

not agree with such water company upon the amount to 
be paid for the same, the compensation or damages shall 
be assessed in the manner provided by Sections 1844 to 
1867, Shannon's Code (1896), inclusive. 

Sec. 4. Be it further enacted. That pending the assess- 
ment of damages and any litigation in regard thereto, the 
said water company may give bond with good and solvent 
securities, payable to the owner or owners of said water 
or rights, to promptly pay to the owner any amount of 
damages which may be assessed by the jury as provided 
for in the above section, and upon executing and filing 
such bond may thereupon take said water or waters. 



—232— 

Sec. 5. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare demand- 
ing]^ it. 

Passed ^larch 18. 1903. 

ED. T. SEAY, 

Speaker of the Seiiate. 

L. D. TYSON, 
Speaker of tJie House of Representatives. 

Approved :\rarch 23. 1903. 

JAMES B. FRAZIER. 

Goz'ernor. 

CHAPTER 157. 

AN ACT to amend Section 1888 of Milliken & Vcrtrees' edition 
of the Code of Tennessee relating to the powers of printing 
and publishing companies. 

Section 1. Be it enacted by the General Assembly of 
the State of Toniessee, That Section Twenty-one, Chap- 
ter One Hundred and Fortv-two of the Acts of Tennes- 
see for the year 1875, Section 1888 of Milliken & Ver- 
trees' edition of the Code of Tennessee, be and the same 
is hereby so amended as to read as follows, to-wit : "1888. 
The said company shall have power to purchase types, 
presses, paper, etc., for the purpose of printing newspa- 
pers, books, pamphlets, etc., and in general to execute all 
orders for printing books, and the execution of all or- 
ders for job work usually undertaken and performed 
in first-class printing and publishing associations, and 
said company shall have the privilege of dealing in arti- 
cles of similar classes to those manufactured by the com- 
pany itself, and also in articles necessary or properly 
connected therewith ; nothing herein shall be construed to 
exempt such corporations from payment of a privilege 
tax on their business as dealers." 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 9, 1885. 

J. A. MANSON, 
Speaker of the House of Representatives. 



Approved April 9, 1885. 



C. R. BERRY, 
Speaker of the Senate. 

W:\I. B. BATE, 

Governor. 



—233— 
CHAPTER 118. 

AN ACT to amend an Act entitled 'An Act to provide for the 
organization of corporations," approved March 23, 1875, so as 
to provide for the organization of plumbing, heating, steam 
and gas fitting companies. 

Section 1. Be if enacted by the General Asseir.hly of 
the State of Tennessee, That the Act approved March 
23, 1875, entitled "An Act to provide for the organization 
of corporations," as the same has been heretofore 
amended by the General Assembly, be and the same is 
hereby so amended that charters mav be granted in the 
mode and manner desis^nated in said Act for plumbing, 
heating, steam and gas fitting comoanies. 

Sec. 2. Be it further enacted, That the charter for a 
plumbinp^. heating, steam and gas fitting company shall 
be as follows : 

STATE OF TENNESSEE, CHARTER OF INCORPORATION. 

Be it known, that (here insert five or more names) q^^^^^,.^ 
are hereby constituted a body politic and corporate by 
the name and style of (here insert the name chosen) for 
the purpose of carrying on the business of plumbing, 
heating, steam and gas fitting (in the town, city or county 

of . as the case may be). The general powers of 

said corporation are (here insert Section 5 of an Act 
entitled "An Act to provide for the organization of cor- 
porations," the same being Chapter 142 of the Acts 
passed by the General Assembly in 1875) ; and also all 
such other general powers as have been enacted as 
amendments of said- Act of 1875 since the passage of said 
Act by this General Assembly. Said corporation, in 
carrying on the business of plumbing, heating and steam 
and gas fitting, may manufacture, buy and sell all fix- 
tures, apparatus, material and machinery necessary and 
pertinent to said business, and may contract for the 
construction of and may construct gas, water, sewer and 
drainage works, and all connections and fittings with 
such works, and lay pipes, furnish fixtures and appli- 
ances, and erect machinery therefor, and may buy, own 
and sell devices, inventions, patent rights and privileges 
appertaining to said corporate business and useful in 
carrying it on. It may also make, own, buy, sell and 
deal in all tools, materials, machinery, manufactured 
articles and appliances useful and proper in said business. 
It may erect furnaces, heaters or other appliances and ap- 
paratus for the warming and heating of buildings, and 
may erect fire escapes or other appliances for safety. 



—234— 

And it may make or buy and sell and erect mill machin- 
ery, and furnish mill supplies in the general line of its 
business. Property which said corporation may need or 
own for carrying on its business may be received in pay- 
ment for any stock subscribed to the amount of its value, 
as the same may be agreed on by the subscriber and the 
corporation. 

Sec. 3. Be it further enacted, That this Act take efifcct 
from and after its passage, the public welfare requiring it. 

Passed }.Iarch 25, 1891. 

W. C. DISMUKES, 

Speaker of tJie Senate. 

THOMAS R. MYERS, 

Speaker of tJie House of Representatives. 



Approved IMarch 28. 1891 



JOHN P. BUCHANAN, 
Governor. 



CPIAl^TER 118. 

[House Bill Xo. Z7.] 

AN ACT to amend Chapter 142 of the Acts of 1875, entitled "An 
Act to provide for the organization of enterprises." 

Section 1. Be it enacted by the General Assembly of 
fh^aner^of ^^^^ ^^^^^ ^f Teunessec, That Chapter 142 of the Acts 
skating of 1875 bc amended so that the form of the charter of 

a skating rink, cycloidal railway, and companies erect- 
ing structures and plants designed for entertainment, 
diversion, pleasure, and amusement, shall be as follows : 

State of Tennessee. 
Charter of Incorporation. 

Be it knoii.ni, That (here insert the names of five or 
more persons, not under twenty-one years of age) are 
hereby constituted a body politic and corporate by the 
name of (here insert the name of the corporation). 
The general powers of said corporation are (here insert 
the general powers, as in Section 5). The said corpora- 
tion shall have the right to build and construct all such 
houses and structures, and, if a cycloidal railway, to lay 
such tracks and rails, and use and operate by steam or 
other motive power all such trams, cars and other vehi- 
cles and rolling stock, as the business of the corporation 



—235— 

may require. If the corporation is a cycloidal railway, 
its powers are expressly limited to the building and oper- cydoidai 
ation of a cycloidal railway, and shall, by no implication railway, 
or construction, be extended to the construction, owner- 
ship and use of a street railroad or commercial railroad. 
The rate of fare to be charged by corporations owning 
and operating a cycloidal railway shall be uniform, and 
shall not exceed 25 cents for one trip for each person. 
No corporation chartered hereunder shall have the right 
to take or condemn private property ; but shall acquire 
the same, to the extent that it may be needed, by gift or 
by purchase. 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its^passage, the public welfare requiring it. 

Passed January 18, 1897. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

JOHN THOMPSON, 

Speaker of the Senate. 

Approved January 19, 1897. 

ROBT. L. TAYLOR, 

Governor. 



CHAPTER 92. 

[House Bill No. 267.] 

AN ACT to provide for the charter of religious Sunday-school 
boards, of religious societies, organizations or denominations, 
and to amend Chapter 142 of the Acts of the General Assem- 
bly of 1875, entitled *An Act to provide for the organization 
of corporations." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts 
of 1875 of the General Assembly of the State of Ten- ^^ 
nessee, being an Act entitled, "An Act to provide for 
the organization of corporations," be amended so that 
the following shall be the form of charters for religious 
Sunday-school board of religious organizations, socie- 
ties, or denominations: Be it known that (here insert ^°^™ °^ 

' ^ ^ , . . \ . charter. 

names of nve or more persons, desirnig to be nicorpo- 
rated) and their successors chosen under the rules and 

regulations of the Church or denomination, 

and holding office under' the rules, usages, and regula- 
tions of said church, are hereby constituted a body pol- 
itic and corporate, by the name and style of the Sunday- 



—236— 

School Board of Church or denomination, 

for the purpose of the estabHshment, support, and main- 
tenance of any Sunday-school undertaking on the part 
of said church, and to print or purchase and dissemi- 
nate, by gift or sale, religious literature. Said corpo- 
ration shall have the power to establish and support 
religious Sunday schools ; to purchase, own, or lease land 
on which to build houses in which to conduct said Sun- 
day schools ; to borrow money when necessary for the 
conduct of the business of the corporation ; to employ 
all necessary agents ; to solicit, collect, or receive, sub- 
scriptions in money or otherwise, legacies or devices, to 
be used in forwarding any or all of the purposes above 
set out or herein provided for ; to purchase, have printed, 
or print, edit, conduct and carry on for Sunday-school 
purposes and uses, a magazine or magazines, a paper or 
papers, books, tracts, periodicals, etc. ; to rent or pur- 
chase a room or room? or building for the office and 
work of the corporation, and all necessary appliances, 
furniture, and materials for conducting the business of 
the corporation : to rent or purchase all necessary print- 
ing presses, type, material and stationery, and to dissem- 
inate, by sale or gift, all literature deemed necessary for 
carrying on the work of the corporation, but in all things 
to be governed by the rules and regulations of said 

Church or denomination, so far as the same 

are consistent with the Constitution and laws of the State 
of Tennessee and of these United States. 

The general powers of the said corporation shall be, 
fo°rporItion/'^^to suc and bc sucd by the corporate name; to have and 
use a common seal, which it may alter at pleasure ; if 
no common seal, then the signature qf the corporation, 
by any duly authorized officer, shall be legal and bind- 
ing; to purchase and hold or receive by gift, device or 
bequest, in addition to the personal property owned by 
the corporation, real estate necessary for the transac- 
tion of the corporate business ; and also to purchase and 
accept any real estate in payment or part payment of 
any debt due the corporation, and to sell the same ; to 
make by-laws and all rules and regulations not incon- 
sistent with the Constitution and laws of the United 
States of America, and the State of Tennessee, and 
not contrary to the Constitution, rules and regulations of 
the said Church or denomination, deemed ex- 
pedient for the management of the corporate affairs ; 
to appoint such subordinate officers in addition to a 
chairman and treasurer, not chosen by the governing 
body of said Church or denomination, as the 



—237— 

business of the corporation may require, and as are not 

forbidden by the rules and regulations of said 

Church or denomination, and to designate the names of 
the officers and fix their compensation. 

Sec. 2. Be it further enacted, That the charter above 
provided for shall be procured, registered, and governed 
by the laws of the State of Tennessee, regulating the 
procurement of charters, and that the minimum number 
of incorporators as above provided shall be five. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed Feb. 4, 1897. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

JOHN THOMPSON, 

Speaker of the Senate. 
Approved Feb. 6, 1897. 

ROBT. L. TAYLOR, 

Governor. 



CHAPTER 128. 

[Senate Bill No. 392.] 

AN ACT to amend the Act to provide for the organization of 
corporations, passed March 19, 1875. 

Section 1. Be it enacted o\ ihe General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of ^^^^ oi^^7S 

^c^'-ir • 1 1 A A • 1 r • • amenclecl. 

1875 entitled. An Act to provide for the organization 
of corporations, approved March 23, 1875, be, and the 
same is hereby amended, so as to embrace companies 
to enrich and to save gas in its use, and to increase its 
candle power and heat units by a means of a patented 
apparatus, appliance, and process used for that purpose, 
and to manufacture the apparatus and appliances for 
the same. 

Sec. 2. Be it further enacted. That the charter for Form of 
any such company shall be as follows : charter. 

Be it known. That (here insert the names of five or 
more persons above the age of twenty-one years) are 
hereby constituted a body politic and corporate, by the 
name and style (here insert the name of the corpora- 
tion), for the purpose of selling, renting, or manufac- 
turing or of selling and renting the right to manufac- 
ture to persons, firms, or corporations, a patented ap- 
paratus, appliances and process to save and to enrich 



Lawful to 



—238— 

gas in its use, and to increase its candle power and heat 
units by means of such apparatus. appHances. and 
process patented under the laws of the United States, 
known as the American Gas Enricher and Governor," 
or any other processes or means which have, or may be 
devised for that purpose. The general powers of said 
corporation are (here insert the powers as contained in 
Section (5) Five of the Act of 1875, Chapter 142). 

Sec. 3. Be if further enacted. That all companies of 
the character designated in this Act, shall be declared 
consolidate. legal corporatious ; and it shall be lawful for such com- 
panies now or hereafter incorporated to consolidate into 
one corporation, or partially consolidate or co-o])erate in 
such manner as the respective corporations may deter- 
mine, with the concurrence of the stockholders of each, 
in full meeting assembled. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passas^e. the public welfare requiring it. 

Passed April lo! 180/. 

jr)HX THO^IPSOX, 

Speaker of iJic Seimte. 

^lORGAX C. FITZPATRICK, 

Speaker of tJie House of Representatives. 

Approved April 30. 180/. 

RORT. L. TAYLOR, 

Governor. 



CHAPTER 224. 

[House Bill Xo. 365.J 

AX ACT to amend Chapter 142 of the Acts of 1875 entitled 
"An Act to provide for the organization of corporations." 

Sectiox 1. Be it enacted by \Jie General Assov.hly of 
tJie State of Tennessee, That Chapter 142 of the Acts 
of 1875 be amended so that the form of the charter of a 
construction company shall be as follows : 

State of Tennessee. 
Charter of Incorporation. 

Be it knoz^'n, That [here insert the names of five or 
more persons not under twenty-one years of age] are 
hereby constituted a body politic and corporate by the 
name of [here insert the name of the corporation] with 



—239— 

a capital stock of [here insert the amount of capital to 
be authorized]. The general powers of said corporation 
are [here insert the general powers as in Section 5 of 
said Act of 1875]. Said corporation shall have the right 
to conduct the business of constructing, building and 
erecting for other persons or corporations, railroads, 
street railroads, incline railroads, cable or cog railroads, 
bridges, locks, dams, houses, or any other public or pri- 
vate buildings or improvements, or to do any portion of 
the work thereon, including the equipment of any kind 
of railroad ; but it shall not have the right to own or op- 
erate (except while actually engaged in the work of con- 
struction and for the purposes thereof) any railroad, or 
any street, incline, cable, or cog railroad. 

Sec. 2. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 12, 1899. 

JOSEPH W. BYRNS, 
Speaker of the House of Representatives. 

SEID WADDELL, 

Speaker of the Senate. 
Approved April 15, 1899. 

BENTON McMILLIN, 

Governor. 



CHAPTER 14. 

[House Bill No. 65.] 

A BILL to be entitled "An Act to amend an Act approved Alarch 
28, 1891, authorizing the incorporation of plumbing, heating, 
steam and gas fitting companies, so as to authorize such com- 
panies, heretofore or hereafter to be organized, to include the 
business of furnishing supplies and equipments for electrical 
lighting, and dealing in such articles." 

Section 1. Be it enacted by ihe General Assenil)!y of 
the State of Tennessee, That the Act approved March 
28, 1891, entitled "An Act to amend an Act entitled xAn 
Act to provide for the organization of plumbing, heat- 
ing, steam and gas fitting companies," be, and the same 
is hereby so amended as to authorize all corporations 
heretofore organized or hereafter to be organized under 
said Act to include the business of furnishing supplies 
and equipments for electrical lighting and erecting the 
same, and dealing in all articles usually connected there- 
with, in the same manner and to the same extei:J: as au- 



—240— 

thorized by the said Act, in regard to other work and 
materials. 

Sec. 2. Be it further enacted, That in all such charters 
hereafter* obtained there shall be added after the word 
" fitting " in the fifth line of the form of charter for such 
companies contained on page 256 of the Acts of 1891, 
the words " electrical, illuminating and equipping," and 
after the word ** fitting " in the sixth line from the top 
of page 257 of said Acts there shall be further added the 
words electrical, illumination and equipment. 

Sec. 3. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 18, 1901. 

E. B. WILSON, 
Speaker of the House of Represeutatircs. 

NEWTON H. WHITE, 
Speaker of the Senate. 
Approved IMarch 20, 1901. 

BENTON McMILLIN, 

Governor. 



CHAPTER 32. 

[House Bill Xo. 573.] 

AX ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," being Chapter 142 of the Acts 
of 1875. so as to provide for the organization of corporations 
for a District ^Messenger and Telegraph Patrol Signal Service. 

Section 1. Be it enacted hy !he General Assembly of 
the State of Tennessee, That Chapter 142 of the Acts of 
1875, entitled "An Act to provide for the organization of 
corporations," passed ^larch 19, 1875, be, and the same 
is hereby amended, so as to i)rovide for the organization 
of corporations for conducting a District ^lessenger and 
Telegraph Patrol Signal Service, for the purpose of con- 
ducting a district messenger and telegraph patrol signal 
service business. 

Sec. 2. Be it further enacted. That the form of a char- 
ter for a district messenger and telegraph patrol signal 
service shall be as follows : 

State of Tennessee — Charter of Incorporation. 

Be it knozi'u. That (here insert the names of five per- 
sons, past the age twenty-one) are hereby constituted a 
body politic and corporate by the name and style 



—241— 

( ), with a capital stock ( ), and for the 

purpose of receiving and dehvering messages and parcels, 
by means of messengers or otherwise, and the right to 
construct a telegraph line from a central office in various 
directions, for the purpose of receiving messages or sig- 
nals by means of electric wires. 

The general powers of said corporation (here insert 
the powers as contained in Section 5 of said Act of 1875, 
Chapter 142). 

Sec. 3. Be if further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 5, 1901. 

E. B. WILSON, 
Speaker of the House of Representatives. 

NEWTON H. WHITE, 
Speaker of the Senate. 
Approved April 16, 1901. 

BENTON McMILLIN, 

Governor. 



CHAPTER 58. 

[House Bill No. 679.] 

AN ACT to amend an Act entitled "An Act to provide for the 
organization of corporations," passed March 19, 1875, and 
approved March 23, 1875, being Chapter 142 of the Acts of 
the General Assembly of the State of Tennessee of 1875, so 
as to allow commercial, mercantile, and protective agencies 
to incorporate. 

Section 1. Be it enacted by the General AsserrMy of 
the State of Tennessee, That Chapter 142 of the Acts of 
1875, passed JNIarch 19, 1875, and approved March 23, 
1875, entitled "An Act to provide for the organization of 
corporations, be, and the same is hereby amended so as 
to provide for the organization of corporations for the 
purpose of conducting commercial, mercantile, and pro- 
tective agencies, for the purpose of collecting debts." 

Sec. 2. Be it further enacted, That the form of the 
charter of a commercial, mercantile and protective agency 
shall be as follows : 

State of Tennessee — Charter of Incorporation. 

Be it knozvn, That (here insert the names of five or 
more persons not under the age of twenty-one years ap- 
plying for the charter) are hereby constituted a body 

16 



—242— 

politic and corporate under the name and style of (here 
insert the name of the corporation), with a capital stock 
of (here insert the amount of the capital), and for the 
purposes usual and appropriate to the business of com- 
mercial, mercantile and protective agencies. 

The general powers of said corporation are (here in- 
sert the powers as contained in Section 5 of Chapter 142 
of the Acts of 1875). 

Sec. 3. Be if further enacted. That this Act take effect 
from and after its' passage, the public welfare requiring it. 

Passed April 19, 1901. 

E. B. WILSON, 
Speaker of the House of Representatives. 

NE\\TOX H. WHTTE, 
Speaker of tJie Senate. 

Approved April 20. 1901. 

BENTON ^Ic:\riLLTN, 

Governor. 



CHAPTER 131. 

[Senate Bill 240.] 

AN ACT to amend Section Nine (9) of Chapter 160 of the Acts 
of 1895, known as the Tennessee Insurance Act of 1895, so as 
to permit church insurance companies having a capital of fifty 
thousand dollars ($50,000) to do business in this State. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the second subsection of 
Section 9 of Chapter 160 of the Acts of 1895, known as 
the Tennessee Insurance Act, 1895, and being Subsection 
2 of Section 3292 of Shannon's Code, be and the same is 
hereby amended by adding at the end thereof the fol- 
lowing words : ''Provided, further, that companies organ- 
ized under the authority and patronage of churches or 
religious denominations for the exclusive purpose of in- 
suring the property of churches against loss or damage 
by fire, lightning or storm, shall not be required to have 
a cash capital of more than fifty thousand ($50,000) 
dollars, nor shall they be required to deposit more than 
fifty thousand ($50,000) dollars in cash or securities 
with the Treasurer of this or any other State under the 
provisions of the tenth section of this Act." 



—243— 

Sec. 2. Be it further enacted, That this law take effect 
from and after its passage, the pubHc welfare requiring it. 
Passed April 8, 1901. 

NEWTON H. WHITE, 
Speaker of the Senate. 

E. B. WILSON, 

Speaker of the House of Representatives. 

Approved April 13, 1901. 

BENTON McMILLIN, 

Governor. 



CHAPTER 360. 

[Senate Bill No. 156.] 

AN ACT to amend "An Act relative to recognizances, stipula- 
tions, bonds, and undertakings, and to allow certain corpora- 
tors to be accepted as surety thereon," being Chapter 175 of 
the Acts of 1895, approved May 14, 1895. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 9 of the said Act of 
1895, Chapter 175, be amended by striking out the sec- 
ond paragraph of said section and substituting the fol- 
lowing : 

" The said deposit shall be held by the Treasurer as 
security for any liability incurred by the company mak- 
ing said deposit by reason of the breach of any bond or 
obligation referred to in this Act ; provided, hozuever, 
that said surety company organized under the laws of 
any other State or government, and having a general de- 
posit in some State of the United States of a sum not 
less than $100,000, consisting of lawful money of the 
United States, or of an equal amount in the bonds of 
the United States, or of any State, the value of which 
shall be at or above par, as security for any liability in- 
curred under this Act, shall be required to keep on de- 
posit only the sum of $25,000 in the State, consisting 
of lawful money of the United States, or an equal amount 
in the bonds of the United States, or of the State of 
Tennessee ; provided, further, that no deposit in this 
State shall be required of any company organized under 
the laws of any other State or government, which has an 
actual paid up cash capital of $300,000, of which at least 
$200,000 shall be invested in the bonds of the United 
States, or other good securities, to be itemized and certi- 



—244— 

fied as such by the Insurance Commissioner of the State 
in which said sum is deposited, reckoning same at their 
current market value, and to be approved by the Insur- 
ance Commissioner of Tennessee, which $200,000 shall 
be deposited with and held by same Insurance Commis- 
sioner or other proper officer of some State of the United 
States as security for the protection of all policyholders 
and creditors in the United States ; provided, further, 
that said surety company organized under the laws of 
any other State government, and having such general de- 
posit, shall file with the Treasurer of this State a certifi- 
cate from the officer of the State with whom said general 
de])osit has been made, showing that the said company 
has deposited with the said officer the sums required in 
the lawful money of the United States, or an ecpial 
amount in the securities above provided for, for the ben- 
efit of all liabilities of said company in any or all States." 

Sec. 2. Be it further enacted. That this Act take efifect 
from and after its passage, the public welfare requiring it. 

Passed March 28, 1005. 

E. RICE, 

Speaker of the Senate. 

W. K. ABERNATHY, 

Speaker of tJie House of Representatives. 

Approved April 12, 1905. 

JOHN I. COX, 

Governor. 



AMENDING ACTS 



—247— 

. CHAPTER 71. 

[House Bill No. 182.] 

AN ACT to amend Sections 1 and 2 of an Act entitled "An Act 
to amend an Act to provide for the organization of corpora- 
tions, approved March 23, 1875, and grant charter to water 
companies, approved March 27, 1877," the same being Chapter 
104 of the Acts of 1877. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 1 of the Acts ap- Amends 
proved March 27, 1877, being Chapter 104 of the Acts Sis ^i877. 
of 1877 be, and the same is hereby amended by insert- 
ing next after the words, ''Provided, they shall repair 
the same with the least possible delay," the following, 
to-wit: The said corporation is hereby empowered and 
authorized to condemn and take and occupy such land 
as may be necessary for the location of a reservoir or 
reservoirs and the right of way through any and all lands 
which may be deemed necessary in laying its pipes or 
pipe, aqueducts or conductors, through which the water 
is to flow or be transmitted from its reservoir or reser- 
voirs, the same to be laid or placed in such manner as to 
do as little injury as possible to private property. If 
the corporation cannot agree on the amount of compen- 
sation to be paid for said land and rights of way with 
the owners thereof, the same shall be assessed and all 
proceedings had that is and are provided by Sections 
1325 to 1348, inclusive, of the Code of Tennessee. 

Sec. 2. Be it further enacted, That Section 2 of the 
Act approved March 27, 1877, said Act being Chapter Same. 
104 of the Acts of 1877, be, and the same is hereby 
amended by or adding to said section, the following, 
to-wit : Provided, however, charters may be granted 
when the application therefor shows the fact is, that 
water is to be furnished to the inhabitants of an incor- 
porated town or village and those adjacent, without such 
leave and certificate aforesaid. 

Sec. 3. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 27, 1897. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

JOHN THOMPSON, 

Speaker of the Senate. 

Approved April 29, 1897. 

ROBT. L. TAYLOR, 

Governor. 



construct 

vaul 



—248— 
CHAPTER 69. 

[Senate Bill Xo. 353.] 

AN ACT to amend Chapter 216 of the Acts of the General As- 
sembly, passed and approved March 29. 1883. authorizing the 
organization of companies to furnish abstracts of real estate 
titles. 

Section 1. Be it enacted by the General Assembly of 
Right to^ the State of Tennessee, That the said corporation shall 
have the right to construct upon its own real estate, and 
operate, or lease and operate a vauh for the safe keepins^ 
of valuables, such as ntoney, coin, notes, bonds, jewelry, 
deeds, contracts, books, records, etc., and shall have the 
right to sub-let same, or rent out compartments, boxes, 
etc., in said vault for the safe keeping of valuables, as 
provided and authorized by Chapter 168 of the Acts of 
the General Assemblv of the State of Tennessee, passed 
March 23, 1883, and'approved :\Iarch 28, 1883, and sub- 
ject to the same limitations and restrictions contained 
therein. 

Sec. 2. Be it further enacted. That this Act take effect 
from and after its passage, the i)ublic welfare requiring it. 

Passed April 8, 1897. 

JOHX THOMPSON, 

Speaker of the Senate. 

^lORGAX C. FITZPATRICK, 

Speaker of the House of Representatives. 



Approved April 29, 1897. 

ROBT. L. TAYLOR, 



Governor 



CHAPTER 33. 

[Senate Bill Xo. 6C.] 

AX ACT to amend' Section 2 of Chapter 71 of the Acts of 1897, 
the same being an Act entitled "An Act to amend Sections 1 
and 2 of an Act entitled An Act to amend an Act to provide 
for the organization of corporations, approved March 23, 1875, 
and grant charters to water companies, approved March 27, 
1877, the same being Chapter 104 of the Acts of 1877." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Section 2 of Chapter 71 of 
the Acts of 1897 be, and the same is hereby, amended 



—249— 

by striking out the word " incorporated," in lines seven 
and eight of said section, and inserting in its stead the 
word " unincorporated." 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the pubHc welfare requiring it. 

Passed January 31, 1907. 

E. G. TOLLETT, 

Speaker of the Senate. 

JOHN T. CUNNINGHAM, JR., 
Speaker of the House of Representatives. 

Approved February 6, 1907. 

MALCOLM R. PATTERSON, 

Governor. 



CHAPTER 304. 

[Senate Bill No. 236.] 

AN ACT entitled An Act to amend an Act entitled "An Act to 
permit incorporated companies chartered under the Act enti- 
tled An Act to provide for the organization of corporations,' 
passed March 19, 1875, approved March 23, 1875, or under any 
Act amendatory or subsequent thereto, to amend their char- 
ters in the manner provided by law for amending charters of 
incorporations granted by the Legislature, and to legalize and 
declare valid amendments to charters made under the Act of 
1883, since the repeal of that Act by the Act of 1893,'' being 
Chapter 116 of the Acts of 1897. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 116 of the Acts 
of 1897, the caption of which is copied above, be, and 
the same is hereby, amended by inserting the words " or 
Directors," in case there are no stockholders, after the 
word '' stockholders," in the second line of Section 1 of 
said Act. 

Sec. 2. Be it further enacted, That all laws- and parts 
of laws in conflict with this Act be, and the same are 
hereby, repealed, and that this Act take effect from and 
after its passage, the public welfare requiring it. 

Passed April 4, 1907. 

E. G. TOLLETT, 

Speaker of the Senate. 

JOHN T. CUNNINGHAM, JR., 
Speaker of the House of Representatives. 

Approved April 11, 1907. 

MALCOLM R. PAT " ERSON, 

Governor. 



—250— 

CHAPTER 42. 

[House Bill No. 150.] 

(Hamilton Delegation.) 

AN ACT to amend Section 4352 of the Code of Tennessee of 
1858; carried into Shannon's Code, Section 6162. 

Section 1. Be it enacted by the General Assembly of 
the State of Teiniessee, That Section 4352 of the Code 
of Tennessee of 1858; Shannon's Code Section 6162 be, 
and the same is hereby, amended by adding thereto Sub- 
section Seven (7) as follows: 

" When a domestic corporation has ceased to do busi- 
ness and has no known officers, directors, trustee, or 
other legal representative, on whom personal service may 
be had." 

Sec. 2. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed March 30, 1915. 

WM. P. COOPER, 
Speaker of the House of Representatives. 

ALBERT E. HILL, 
Speaker of the Senate. 



Approved April 1st, 1915. 

TO:\I C. RYE, 



Governor. 



CHAPTER 90. 

[House Bill No. 1306.] 

(By Mr. Nichols.) 

AN ACT to amend Chapter 11 of the Acts of 1899, entitled "An 
Act requiring all persons, firms, corporations and companies 
using coupons, scrip, punchout, store orders, or other evi- 
dences of indebtedness to pay laborers and employees for 
labor, or otherwise, to redeem the same in good and lawful 
money of the United States in the hands of their employees, 
laborers, or a bona fide holder, and to provide a legal remedy 
for collection of same in favor of said laborers, employees, 
and such bona fide holders," so as to provide for a penalty 
for failure to redeem such coupon, punchout, store order, 
etc., as provided in said Act, and for a reasonable fee for 
plaintiff's attorney in suits to compel the redemption thereof. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That Chapter 11, of the Acts of 
1899, of the State of Tennessee, be amended as follows: 



—251— 

That the following words be added at the end of Section 
2 of the said Act, to-wit : "And if the plaintiff obtain 
judgment in such case, it shall include a penalty of 
twenty-five per cent, and a reasonable fee for the plain- 
tiff's attorney for his services in the suit, all of which, 
as well as the costs, shall be taxed against the defendant." 

Section 2. Be it further enacted, That this Act take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed May 11, 1915. 

WM. P. COOPER, 
Speaker of the House of Representatives. 

ALBERT E. HILL, 
Speaker of the Senate. 

Approved May 13, 1915. 

TOM C. RYE, 

Governor. 



[Senate Bill No. 443.] 

AN ACT to fix fees to be charged in the office of the Secretary 
of State for granting and registering amendments to charters 
of corporations. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the following fees shall be 
charged in the office of the Secretary of State for the 
following services, to wit : For granting and registering 
any amendment of the charter of any corporation incor- 
porated under Chapter 142 of the Acts of 1875, or under 
any amendment thereof, unless it be a corporation for 
purely educational or religious purposes, $10. 

For granting and registering any amendment of the 
charter of any corporation chartered by any Act of the 
General Assembly, or by any Chancery Court, $100. 

For granting and filing any amendment of any charter 
of incorporation not included in either of the foregoing 
provisions, except amendments of charters -granted for 
purely educational or religious purposes, $10. 

Sec. 2. That this Act shall not be construed as amend- 
ing or repealing an Act passed January 20, 1899, and 
approved February 25, 1899, fixing a schedule of fees for 
the office of Secretary of State, but only as prescribing 
additional fees. 



. —252— 

Sec. 3. That this Act shall not be construed as amend- 
ing or repealing any existing law under which the fees of 
said office become revenue. 

Sec. 4. That this Act take effect from and after its 
passage, the public welfare requiring it. 

Passed April 7, 1899. 



[Senate Bill Xo. 6.] 

AN ACT to be entitled "An Act to fix the fees to be charged in 
the office of the Secretary of State." 

Section 1. Be it enacted by the General Assenibly of 
the State of Tennessee, That from and after the passage 
of this Act. the following fees shall be charged in the 
office of the Secretary of State, to wit : 

For commission of each Notary Public. $3. 

For commission of each Commissioner of Deeds, $10. 

For commission of each appointee of the Governor. $5. 

For each requisition. $5. 

For each warrant on requisition. $3. 

For granting and recording each domestic charter of 
incorporation having a capital stock, $10. 

For each certified copy of a domestic charter of incor- 
poration. $10. 

For each certified copy of a foreign charter of incor- 
poration, $20. 

For each abstract of charter of a foreign charter of 
incorporation, $20. 

For filing each charter of a foreign corporation, $20. 

For attaching the Great Seal to any document ( except 
those herein named and pardons), $2. 

For filing articles of consolidation of corporations (in 
addition to tax), S2S. 

For filing other articles of agreement between corpo- 
rations. S"25. 

For each charter or certificate of a municipal corpo- 
ration, $50. 

Sec. 2. Be it further enacted, That on every charter 
of incorporation granted for the general welfare of soci- 
ety, and not for individual profit, except charters granted 
for purely reHgious or educational purposes, there shall 
be charged in said office a fee of twenty-five ($25) dol- 
lars. 

Sec. 3. Be it furtJier enacted, That this Act shall not 
apply to commissions of Justices of the Peace, Judges, 
or Chancellors, nor to the commissions, certificates of 



—253— 

election or appointment of any other constitutional of- 
ficer, nor to the commissions or certificates of appoint- 
ment of any officer who shall serve without compensation. 

Sec. 4. Be it further enacted, That this Act shall not 
be construed as repealing any charge made in said office 
under existing laws for any service not specified herein. 

Sec. 5. Be it further enacted, That this Act shall not 
be construed as amending or repealing any existing law 
under which the fees paid in the office of the Secretary 
of State become revenue. 

Sec. 6. Be it further enacted. That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed January 20, 1899. 



CHAPTER 2. (ACTS 1899.) 

[Senate Bill No. 6.] 

AN ACT to be entitled "An Act to fix the fees to be charged in 
the office of the Secretary of State." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That from and after the passage 
of this Act the following fees shall be charged in the office 
of the Secretary of State, to wit : 

For each certified copy of a foreign charter of incor-^ 
poration, $20. 

For filing each charter of a foreign corporation, $20. 

Passed January 20, 1899. 

Approved February 25, 1899. 



A31ENDING TAX ON FOREIGN CORPORATIONS. 

CHAPTER 504. 

[House Bill No. 644.] 

AN ACT to amend Chapter 239, Acts of 1903, being an Act to 
amend Chapter 431, Acts of 1899, entitled "An Act to impose 
taxes on corporations, associations and joint stock companies 
chartered or incorporated under the laws of any other State 
or country for the privilege of coming into his State for the 
purpose of doing business here, and to provide for the collec- 
tion of the same and the payment thereof into the State Treas- 
ury." 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That the coming into this State 
of any corporation, association or joint stock company 
chartered or incorporated luider the laws of any other 



State or county, for the purpose of doing business here, 
is hereby declared and made a privilege. 

Sec. 2. Be it further enacted. That every corporation, 
association or joint stock company chartered or incorpo- 
rated under the laws of any State or country other than 
this State, and having a capital stock, shall pay into the 
office of Secretary of State for the use of the State upon 
filing a copy of its charter or articles of incorporation as 
required by Chapter vSl, Acts of 1877; Chapter 122, Acts 
of 1891 ; Chapter 81, Acts of 1895, a tax upon its au- 
thorized capital stock, as follows, to wit : 

Comi)anies of $50,000 and less, $50. 

Companies of over $50,000 and less than $100,000. $100. 

Companies of $100,000 and less than $200,000, $150. 

Companies of $200,000 and less than $300,000, $200. 

Companies of $300,000 and less than $400,000, $250. 

Companies of $400,000 and less than $500,000, $300. 

Companies of $500,000 and less than $750,000, $400. 

Companies of $750,000 and less than $1,000,000. $500. 

Companies of $1,000,000 and less than $2,000,000, 
$750. 

Companies of $2,000,000 and less than $5,000,000, 
$1,000. 

Companies of $5,000,000 aiuhorized capital stock and 
over shall pay $1,500; provided that any company char- 
tered under the laws of another State desires to locate 
its principal office and do all of its business in and from 
Tennessee and have all or its main property holdings in 
Tennessee, it shall then pay a privilege tax of one-tenth 
of one per centum on the authorized capital stock, just 
as domestic corporations are now required to do ; pro- 
vided, also, that insurance companies shall be credited 
by the amount of fees paid to the Insurance Commis- 
sioner upon entering the State to do business. 

Sec. 3. Be it further eiiacfed, That this Act is amenda- 
tory of the schedule of taxes on foreign corporations 
coming into this State, and that it shall I)e the duty of the 
Secretary of State to report and pay to the State Treas- 
urer quarterly all taxes collected under this Act. 

Sec. 4. Be it further enacted, That this Act take effect 
from and after its passage, the public welfare requiring it. 

Passed April 30, 1909. 



According to the opinion of Hon. Charles T. Cates, 
Jr., and Gen. F. M. Thompson, Attorney-General of the 
State, upheld by the Supreme Court at Nashville, Chap- 
ter 434, Acts of 1907, being an Act requiring corpora- 



—255— 

tions to make annual reports to the office of Secretary of 
State, the annual fees payable on the authorized capital 
stock of companies are as follows : 

Up to and including $25,000, $5. 

Up to and including $50,000, $10. 

Up to and including $100,000, $20. 

Up to, but not including $250,000, $30. 

From $250,000 up to, but not including $500,000, $50. 

From $500,000 up to, but not including $1,000,000, 
$100. 

$1,000,000 or over, $150. 

Reports from all corporations are due July first of each 
year. Blanks will be furnished on application. 

TAX ON CORPORATION CHARTERS. 

Sec. 9. Be it further enacted, That all persons apply- 
ing for charters of incorporation and all corporations Revenue 
applying for amendments to their charters shall pay to ^i"' ^^'^^• 
the Secretary of the State, as a privilege tax for granting 
of such charter or amendment, one-tenth of one per cent 
upon the capital stock so fixed in the charter applied for 
or upon the increase of the capital stock sought to be 
made by the amendment to the charter ; and he shall 
account for and pay into the treasury of the State all 
moneys so received by him monthly, making a report 
under oath of the amount so collected ; and the privilege 
tax herein provided for shall be in lieu of all other privi- 
lege taxes upon granting charters of incorporation or 
amendments thereof. But this section shall not apply 
•to corporations for literary or religious purposes. The 
tax shall be due and payable upon the incorporation of 
said corporation, joint stock company, or association 
shall not have or exercise any corporate powers until the 
said tax shall have been paid, and the Secretary of the 
State shall not file or record any charters, certificate of 
incorporation, or article of association, or certify or give 
any corporation, joint stock company or association its 
charter until the foregoing tax has been paid ; and no 
such company incorporated by any Act of the Legisla- 
ture shall go into operation or exercise any corporate 
powers or privileges until the said tax has been paid. 

This section shall not be construed as an additional 
tax to that imposed by Chapter 32 of the Acts of 1897. 

TAX ON CONSOLIDATION OF CORPORATIONS. 

Sec. 10. Be it further enacted, That whenever here- 
after any corporation organized under the laws of this 
or any other State, foreign or domestic, shall, by lease, 



—256— 

purchase, consolidation, or merger, acquire the property 
of any other corporation having a franchise derived from 
this State, and shall by virtue of such lease, purchase, 
consolidation, or merger exercise such franchise, then 
the corporation on so acquiring such property and exer- 
cising such franchise shall pay into the State of Tennes- 
see a privilege tax of one-tenth of one per cent on the 
amount of the outstanding capital stock of the corpora- 
tion whose property and franchise shall have been so 
acquired, after such lease, purchase, consolidation, or 
merger shall have been effected, said privilege tax shall 
be collected by the Secretary of State and by him paid 
into the treasury. 



REPEALING ACTS 



17 



—259- 



CHAPTER CXXIII. 

AN ACT to repeal Section 1456 of the Code of Tennessee, in 
relation to private corporations for manufacturing, quarrying 
and mining. 

Section 1. Be if enacted by the General Assembly of 
the State of Tennessee, That the first clause of Section 
1456 of the Code, which prescribes that " nothing but 
money can be taken as payment of any part of the capital 
stock," be, and the same is hereby repealed; and that 
Section 1456 of the Code, be and the same is hereby re- 
pealed. 

Sec. 3. Be it further enacted, That this Act take efifect 
from and after its passage, the public welfare requiring it. 

Passed March 23, 1875. 

LEWIS BOND, 
Speaker of the House of Representatives. 

THOMAS H. PAINE, 
Speaker of the Senate. 

Approved March 24, 1875. 

JAMES D. PORTER, 

Governor. 



CHAPTER 49. 

[Senate Bill No. 75.] 

AN ACT to repeal that portion of Section 2 of Chapter 7, of the' 
Acts of the State of Tennessee, passed by the first Extraordi- 
nary Session of the Forty-second General Assembly of 1881 
requiring a dividend to be declared whenever there is an 
amount sufficient in the hands of the treasurer of a corporation 
to pay four per cent dividend on the capital stock, the same 
appearing as Section 1870 of Milliken & Vertrees' compilation. 

Section 1. Be it enacted by the General Assembly of 
the State of Tennessee, That so much of Section 2, Chap- 
ter 7 of the Acts of the General Assembly of the First 
Extraordinary Session of the Forty-second General As- 
sembly, passed December 21, 1881, and approved De- 
cember 24, 1881, as requires a dividend to be declared 
by a corporation whenever there is an amount sufficient 
in the hands of the treasurer to pay four per cent on the 
capital stock, and which makes the directors who fail to 



—260— 

declare such dividend individually liable for the amount 
thereof, in favor of the innocent stockholders and cred- 
itors, be and the same is hereby repealed. 

Sec. 2. Be it further enacted, That this Act shall take 
effect from and after its passage, the public welfare re- 
quiring it. 

Passed ^^larch 15, 1897. 

JOHN THOMPSON, 

Speaker of tlie Senate. 

MORGAN C. FITZPATRICK, 
Speaker of the House of Representatives. 

Approved March 19, 1897. 

ROBT. L. TAYLOR. 

Governor. 



-261— 



INDEX TO ORIGINAL ACTS AND AMENDMENTS. 



PAGE. 

Academies, colleges, etc. 10 

Agricultural and horticultural societies (see page 106) 11 

Asylums, etc. 9 

Banks, savings and discounts (see pages Id, 95, 184, 185) 44 

form of charter 44 

powers 44 

may receive deposits 44 

may make investments 44 

dividends 45 

femes covert 45 

Battlefield associations 10 

Board of directors of certain associations may be increased 11 

Bonds, street railroads may issue Zd 

Boring and sinking shafts (see page 59) 31 

Building associations '_ 36 

charters 36 

charters amended : 38 

powers 36 

funds to be loaned 36 

constitution 2)1 

by-laws Zl 

may hold real estate 2)1 

married women 38 

funds, certain provisions about 39 

general provisions 39 

may repay loan # 40 

stated meetings 40 

stockholders may borrow .40 

shares and installments 21 

loans, how and when made 21 

payments enforced 38 

premiums 38 

may purchase and sell realty 38 

nonpayment of dues 40 

premiums may be paid monthly 40 

may purchase at trust sale 41 

two-thirds vote may withdraw 41 

may issue stock in different series 41 

stock not over two hundred dollars 41 

prepaid and paid-up stock 41 

withdrawals 42 

loans 42 

branch office 42 

application of Act 42 

Capital stock, taxable (see pages 75, 103, 128, 159, 210, 214) 53 

Cemetery associations, charter of (see pages 196, 199) 26 

power of 26 

may purchase land and lay off and sell lots 27 

misdemeanor to injure monuments 27 

County Court may appoint constable 27 

improvement fund . 27 

may purchase not exceeding two hundred acres 28 



—262— 

PAGE. 

Charters of institutions for individual profit, contain certain powers 15 

" may be repealed or amended 16 

" general regulation as to (see pages 75, 96, 116, 126, 128, 158, 

202, 212) 53 

Charity, or benevolent midertakings (see page 212) 9 

Charitable institutions and lodges may have life insurance, etc 9 

" " may increase directors 10 

Chancery Court, formerly granted charters 54 

Churches, chapels and the maintenance of missionary undertakings (see 

pages 9, 141, 156) 7 

" etc., charters for, governed by general law 7 

" and religious undertakings 9 

Clubs for social enjoyment 14 

Contracts of existing corporations valid 54 

Cotton compresses and warehouses 33 

" gin companies 167 

Court of Chancery, formerly granted charters (see pages 75. 207) 54 

Directors of charitable institutions may be increased 10 

" may be increased or diminished 12 

Dividends or profits, none in certain institutions 13 

" if paid when insolvent, subjects directors, etc. (see page 162) __ 32 

Dissolution of certain, how accomplished (see page 207) 13 

Educational, certain provisions 17 

" institutions, powers and rights of (see pages 67, 180, 197, 212) 13 

Existing corporations, contracts valid (see page 130) 54 

False statements, misdemeanor 32 

Fairs, granges, and associations of like nature (see page 106) 11 

Federatioi^of charitable institutions, etc 10 

Fees (see pages 128, 166, 176, 251, 254) 15 

Foundries 31 

Furnaces 31 

Gas companies (sec page 168) 51 

Gas fitting and plumbing companies 233 

Historical societies and battlefield associations 10 

Hotel companies 45 

Houses of correction 9 

Immigration companies, with real estate and labor privileges 48 

Insurance Companies (see page 82) 28 

*' " form of charter 28 

" " fire insurance 28 

" " life and general 29 

" " accident and marine 29 

" " must publish annual balance sheet 29 

"■ " life policies exempt from execution 29 

dividends 29 

branch offices 30 

" " may be mutual or otherwise 30 

" " mutual associations 30 

" " policies to persons in traveling 30 

" " sick and accident 30 

" " may reduce stock 30 



—263— 

PAGE. 

Labor associations (see page 99) 48 

Levee companies : 43 

Library associations (see page 124) 10 

Literary societies 10 

Loans, may be negotiated by certain 17 

Lodges, Masons, Odd Fellows 9 

Lyceums, etc. 10 

Alanufactiiring, wood, iron, cloth (see page 147) 31 

Manufacturers of cotton, wool, iron, wood, etc 31 

" of raw material have certain privileges 16 

Means not to be employed for other objects 14 

Mechanic arts 11 

Members may be expelled from certain institutions 14 

Membership in certain institutions, prerequisites of 13 

Missionary undertakings 7 

Mining, quarrying (see pages 59, 142) 31 

" oil, salt, and other 31 

" manufacturing raw material ; 31 

" form of charter , 31 

" rights and powers 31 

" annual statement 31 

" capital stock and liability of directors 32 

" directors 32 

" false statement 32 

" dividends, if paid when insolvent 32 

" may use streams under certain conditions 32 

" may erect elevators, hoists, warehouses, etc 33 

Orphan asylums 9 

Pawnbrokers 42 

" form of charter 42 

" general powers 43 

" may convey property 43 

" to publish annual statement 43 

" false statement, efifect of 43 

Policies of life insurance exempt from execution 29 

Powers, general, of associations or societies not for profit 11 

Printing and publishing companies 47 

Provisions and restrictions in charters granted for individual profit 15 

Public worship, buildings for 7 

" " form of charters of 7 

Quorum 17 

Real estate companies (see pages 85, 139) 48 

Repealing all in conflict 53 

Railway companies 18 

Railroads, may own plants, etc. 20 

" street, power to manufacture electricity 20 

" power to manufacture certain 20 

" may enter upon private lands 20 

** capital stock of 20 

" .officers and directors : 20 

" to transport without breaking bulk 19 

" liability for damages 19 

" regulations, for running trains 19 

" crossings, sidings, switches ^ 19 

" must have signboards 19 

" not to obstruct roads 18 

" gauge of 18 



—264— 

PAGE. 

Scientific undertakings and universities 10 

Secretary of State to publish list of corporations 47 

Steamboat packet companies 50 

Stock, blooded, associations (see pages 57, 93) , 11 

Street railroads 35 

power to manufacture electricity, etc 20 

form of charter 35 

rights and powers 35 

gauge of road 35 

may issue bonds 35 

Transfer and omnibus companies 47 

Telegraph companies 26 

" ** charter 26 

" " powers , , 26 

preferred dispatches 26 

" " order of transmission 2o 

Turnpike companies 21 

form of charter 21 

" powers of 21 

width, character, and grade of roads 21 

may purchase land and erect tollgates 22 

rate of toll 22 

" commission to review road and report 23 

County Court to have supervision 23 

purcliasers of company sold may have all rights, etc. 24 

" " application for new charter 24 

acknowledgments registered and recttrded 24 

coiripletion of association 24 

new stock 25 

" officers -_- 25 

reserved rights 1-- 25 

no condemnation without approval of court 25 

Universities, colleges, debating societies _ 10 

Wareliouses and compresses 33 

powers and rights 33 

to make and publish statements annually 34 

liabilities 34 



-265- 



INDEX TO INDEPENDENT ACTS AND AMENDMENTS. 



PAGE. 

Abstract companies, provisions of (see page 248) 80 

" " may keep valuables for public 248 

Abstracts of charter filed in each county (not required) 116 

Acetylene, form of 168 

Acknowledged, charters partly, how ratified 158 

Acknowledgment, improper, validated, how 158 

" form of 136 

Agricultural, horticultural, and mechanic arts, associations for (see 

page 11) 106 

" products may be han<lled by merchandise corporations 138 

Amendment, charters granted by Legislature subject to 126 

Amendments to charters auth'orized 225 

" and charters must fix capital -i 128 

" educational institutions, powers and privileges of (see 

pages 13, 17, 105, 180, 197, 212) 67 

Amusement companies 234 

Annual filing fees (see page 200) 176 

" " " distress warrants 200 

" report to Secretary of State 176 

" statement to be published 161 

Antedating Constitution, educational charters may be continued 197 

Athletic clubs 230 

Banks (see pages 44, 45, 76, 79, 95, 185) 184 

" certificates of stock issued 185 

" depositors of, protected 184 

" rights and privileges of 76 

" stock transferred, purchaser liable _, 185 

" and trust companies, provisions as to (see pages 44, 45, 76, 79) 95 

" " " " powers defined 95 

Bar and library associations (see page 10) 124 

Baseball club 230 

Beneficiary, fraternal societies 132 

Beer and ale, organization of, companies (bone dry now) 61 

Board of directors, women hospitals, may be increased 151 

Boom companies 226 

Bonding companies (see page 243) 119 

Breeding, raising, and developing blooded stock (see pages 11, 93) 57 

Brick and tile manufacturers 70 

Bridge companies 228 

Cable and cog railroads, right to condemn property (see page 87) 90 

" " " " signs across public roads 90 

" " " " regulations of running trains 91 

" railroads 87 

Canning and packing companies, provisions (see pages 82, 186) 100 

Capital stock may be increased (see page 214) 103 

" taxable 53 

" " may be reduced 210 

" " must be fixed in charter or amendment (see pages 75, 159) 128 

Cemeteries, not run for profit (see pages 26, 27, 28) 199 

" for soldiers and sailors 196 



—266— 

PAGE. 

Charter, after expiration, has five years' existence for certain purposes 96 

" amendment authorized 249 

" acknowledged improperly, validated, how 158 

" and amendments must fix capital 128 

" foreign, when filed, entitles company to all privileges 116 

Charters granted by Legislature subject to amendment 126 

" " by Chancery Court given certain privileges 75 

" " by Chancery Court may increase capital stock 75 

" surrendered 202 

Charitable or other eleemosynary, not for profit, may buy or sell or re- 
ceive by gift (see pages 9, 10) 212 

Chancery Court, empowered to dissolve certain corporations 207 

" " charters granted by, may have certain privileges 75 

Church, form for (see pages 7, 9, 141) 156 

" protection, insurance companies for 242 

Clubs, athletic 230 

" baseball 230 

" forms for interstate 172 

" gymnasiums 230 

" jockcv 74 

" polo 1 230 

Cog railroads 87 

Common stock 170 

Condemnation bv water, light, heat, and power companies (see pages 63, 

120, 123, 189, 247. 248) 191 

Construction companies 238 

Corporation, de facto, legalized (see pages 54, 142) 130 

" other than specifically set forth, provisions for 159 

Corporations may lease and dispose of franchises 96 

Corporate existence extended five years, when ., 96 

" " continued after foreclosure 195 

Consolidations, tax 256 

Construction companies 238 

Creditors, resident, of foreign, have priority ^ 59 

Cycloidal railways 234 

Dealers in poultry and eggs 102 

De facto corporation legalized (see page 54) 130 

" mining and manufacturing legalized 142 

Depositors protected 184 

Deeds and other instruments, how acknowledged 136 

Directors, of general welfare, may be increased 212 

District messenger and telegraph companies 240 

Distress warrants, for annual filing fees, when 200 

Dissolution, performed by Chancery Court 207 

" voluntary, provision for 202 

Dividends (see pages 13, 32) 162 

" not obligatory on directors . 259 

Domestication, foreign corporations (see page 254) 137 

Drainage and sewerage companies (see pages 43, 82) 65 

Educational, may receive or sell property 212 

" antedating Constitution of 1870, to be continued 197 

" institutions, amendment for benefit of 105 

" " amendments of powers and privileges 67 

Education, higher, of teachers 180 

Egg and poultry companies 102 

Election, unlawful to use corporate funds for 131 

Electrical equipment 239 



—267— 

PAGE. 

Electric light companies (see pages 123, 192) ? 189 

" " heat, and power companies (see page 20) 121 

" " and power companies, provisions for 80 

Eleemosynary, may hold, sell, or receive by devise or bequest 212 

Elevators, forms for 167 

Employees and laborers of, protected 127 

" have lien for wages ^ 128 

" force and extent of lien 128 

Expositions, fairs, and art exhibits, associations for (see page 11) 106 

Extracts, bark or wood and pulp (see page 31) 147 

Fairs, expositions, and art exhibits, associations for '. 106 

False statements punishable (see page 32) 162 

Farmers and laborers, mutual associations (see page 48) 99 

Fees, annual filing 176 

" foreign charters (see pages 59, 165) 254 

" Secretary of State, all purposes (amdt.) (see pages 128, 231) 251 

Filing fees, annual 176 

Flume companies, form of i. 143 

Foreclosure, corporate existence renewed later 195 

" to postpone, certain mortgages, and to validate certain con- 
tracts, etc. , 120 

" of certain mortgages or trust deeds postponed 130 

Form of acetylene companies ; 168 

of acknowledgment 136 

of charter to own public buildings 141 

of church organizations 156 

of flume companies 143 

of higher education of teachers 180 

for interstate clubs 172 

live stock, gins, elevators 167 

for park companies 144 

for real estate charter (see page 48) 139 

religious boards, committees, etc. 205 

for salvage companies (see pages 72, 117) 148 

surrender of charter 202 

stock yard and packing companies 186 

for undertakers 164 

water, electric light, heat, and water power companies 189 

waterworks, ice plants, electric light, water, ice, power all in same 

, charter (see pages 63, 189, 191, 247, 248) 192 

" for women hospitals 149 

Fraternal beneficiary societies 132 

" " " meeting of supreme body of 133 

right of reciprocity 133 

Franchise and lease may be disposed of 96 

Funds, unlawful use of, punishable 131 

Foreign building and loan associations, provisions 108 

" companies may hold property 58 

" corporations who fail to comply promptly extended certain 

privileges 120 

" corporations, privilege tax imposed on (see pages 165, 254) 137 

" cooperative companies, provisions 108 

" cotton compress and warehouse companies, provisions 108 

" cold storage and packing companies, provisions 109 

" charters, tax, provisions (see page 254) 165 

" charter, when filed, entitles company to all privileges 116 

" charters, fees 254 

" electric light and power companies, provisions 108 



—268— 

PAGE. 

Foreign gas and gas power companies, provisions 108 

" how domesticated 254 

" land and immigration companies, provisions 108 

" land and investment companies, provisions 108 

" manufacturing companies, rights and privileges of (see pages 

57, 58, 109) 69 

" manufacturing and mining companies may carry on business 57 

" manufacturing and mining companies, provisions 108 

" mining and manufacturing companies, provisions 109 

" process may be served upon agents of 98 

" resident creditors of, have priority 59 

" real estate, land, labor, and immigration companies, provisions. 108 

" salvage companies, provisions 109 

" steam power companies, provisions 108 

." stock yard companies, provisions 109 

" subject to suit in this State 98 

" suits against, certain provisions apply 98 

taxation of "_ 59 

" taxes and fees 254 

" waterworks companies, provisions 109 

Gas, acetylene companies, provisions of 168 

" companies to enrich gas 237 

General provisions enlarged (see page 95) 96 

" " for promotion of all other 159 

" welfare, may increase directors 212 

Gins, form for 167 

Guaranty companies 119 

Gun club associations 113 

Gymnasium club 230 

Heat companies (see pages 121. 22>7) 189 

Higher education of teachers 180 

Highways 208 

Horticultural, agricultural, and mechanic arts, associations for (see 

page 11) 106 

Hospitals and sanitariums, provisions as to 104 

" for women (see page 151) 149 

Incorporators, minister may become 156 

" shall convene 86 

Insolvency of, labor protected against 127 

Insurance companies, for church protection, may organize 242 

mutual marine companies (see pages 28, 29, 30) 82 

Jockey clubs 74 

Laborers and farmers, mutual associations 99 

Land companies, overflowed, to reclaim 82 

Laundry, charter for 134 

Law uniform on transfer of stock 214 

Library and bar associations (see page 10) 124 

Live stock, companies to own, breed, improve (see page 11) 93 

" " companies to sell, deal in 93 

" forms for 167 



—269— 

PAGE. 

Militia, independent 221 

Manufacturing associations for, wood alcohol 147 

" canning and packing companies, provisions 100 

" companies, foreign, privileges of 69 

" empow^ered as merchants 163 

" and mining, nothing but money to be taken for stock, 

" repealed 259 

" mining, smelting, provisions as to (see pages 31, 32, 33, 

57, 59, 65) 142 

Manufacturers of acetylene gas 168 

" of brick and tile 70 

" of clay or earth 70 

" in general 70 

" foreign, rights of 58 

" . foreign, may carry on business 57 

" of starch, glue, bone dust, and powder 70 

Marine, mutual, insurance companies 82 

A'lechanic arts, horticultural and agricultural associations for (see page 

11) -- 106 

Mercantile and protective associations 241 

Merchant companies _• 92 

" " may buy and sell agricultural products 138 

Merchants, manufacturers empowered as 163 

Merchandising and mining, powers of 65 

Militia, independent, may organize I 221 

Mining, coal, iron, or other minerals, may have right of way (see page 31) 59 
" and manufacturing companies, foreign, may carry on their busi- 
ness, etc. 57 

" and manufacturing companies, foreign, provisions 109 

" and manufacturing, nothing but money to be taken for stock 

(repealed) 259 

Money, nothing but, for stock (repealed) 259 

Mortgages or trust deeds, foreclosure postponed 130 

Mutual associations of farmers and laborers (see page 48) 99 

" marine insurance companies 82 



Nonuser of privileges, no forfeiture for 95 

Opera houses and theater companies 68 

Packing and canning companies, provisions (see page 186) 100 

" and stock yards companies 82, 186 

Parks, form for ownership 144 

" may operate for separate races 146 

Patrol signal service companies 240 

Penalty for failure to observe law 176 

Plumbing and heating companies 233 

Poultry and egg companies 102 

Powers of, generally extended (see page 95) 96 

Polo club 230 

Preferred stock 170 

Printing and publishing (see page 47) i 232 

Proxies may be used in stockholders' meeting 172 

Privilege tax upon charters (see pages 251, 252, 254) 1_ 128 

Private corporations of whatever nature, provisions for 159 

Private, stock in, how transferred 214 

Process served upon agent of foreign 98 



—270— 

PAGE. 

Protective associations 241 

Public buildings, provides for ownership 141 

Public utilities, certain conditions and franchises 122 

Purchasers of propertv and franchises sold under foreclosure, incorpo- 
rated '- 195 

Railroad terminal corporations (see pages 18, 19, 20. 35, 219) 110 

" " corporations, general provisions 110 

Real estate may be owned (see page 48) 139 

Real estate, provisions as to 95 

Redemption and use of script 135 

Reducing capital stock 210 

Religious, boards, committees, agencies (see pages 7, 156, 235) 205 

Religious, may receive or sell property 212 

Religious, societies, provisions as to 156 

Report, annual, to Secretary of State 176 

Safe deposit and trust companies (see pages 44, 45, 79. 95. 184, 185) 76 

Sale of property, provides for 178 

Salvage companies to operate upon land 148 

corporations for protection of lives and property 117 

** " for protection, general provisions 117 

" and wrecking companies, governed by Act of 1875 72 

'* and wrecking companies 72 

Sanitariums and hospitals, provisions as to 104 

Script, plaintiff entitled to secure penalty (see page 250) 135 

redemption and use of 135 

Secretary of State, failure to file with, penalized (see page 116) 176 

Service of process when no directors, trustees, or legal representatives 

found - 210,226 

Sewerage and drainage companies 65 

Shares of stock, general provisions 214 

" " " how transferred 214 

" " " value of, may be increased 103 

Skating rinks 234 

Soldiers' and sailors' cemeteries 196 

Sprinkling companies 115 

Stock, breeding, raising, and development of blooded (see pages 11, 93) _ 57 

" yard and packing companies 82, 186 

" certificates, transfer of 214 

" and stock transfers 214 

" preferred and common 170 

Stockholders' liability to depositors _• 184 

** may vote hi person or by proxy 172 

" dissenting, shares of. valued 178 

Stock, value of shares, may be increased 103 

Street railroad companies, provisions as to 108 

Sunday-school boards 235 

Surety companies (see page 243) 119 

Surrender of charter 202 

Tabernacles, provides for ownership 141 

Tax, consolidations • 256 

" domestic charters or amendments 255 

" foreign, amendment 254 

" foreign charters 165 

" of foreign (see page 165) 59 

Teachers, higher education of 180 



—271— 

PAGE. 

Telephone and telegraph companies, provisions for (see page 26) 80 

Terminal corporations 110 

Theater and opera house companies 68 

Transfer of corporate property, provisions for 178 

" of stock made uniform 214 

" of stock certificates 214 

Trust companies, liabilities of 79 

" " general provisions of (see pages 44, 45, 95) 76 

Turnpike companies, provisions as to (see pages 21, 22, 23, 24, 25) 104 

Undertakers, form for, hold charters validated 164 

Union depots (see page 110) 219 

Unlawful use of corporate funds 131 

Unpaid stock 160 

Value of shares of stock may be increased 103 

Vote, authorizes stockholders to 172 

Water companies (see page 191) . 189 

" • amendment , 24^^ 

" may condemn springs . 231 

" organization of 63 

electric light, heat, and pov^er companies 120 

and electric light companies, power of condemnation 123 

power companies .• - 189 

Women hospitals (see page 151) 149 

Wood alcohol companies (see page 31) 147 

Y. M. C. A.'s 1 194 

Y, W. C. A.'s 194 



LIBRARY OF CONGRES^^ 



029 826 107 8 



